Bohra Industries Ltd Directors Report

Dear members,

Your Directors have pleasure in presenting the 29^th Annual Report of the Company together with the audited statements of account for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY

Amount (Rs. in Lakhs)

Particulars	2024-25	2023-24
Total Revenue	Nil	Nil
Total Expenditure	525.63	142.82
Profit / (Loss) Before	(525.63)	(142.82)
Depreciation and Tax (PBDT)
Less: Depreciation	134.73	135.93
Profit /(loss) before Tax	(390.90)	(278.75)
Less: Provisions for Taxation	(22.57)	(21.03)
Including Deferred Tax
Profit / (Loss) After Tax (PAT)	(368.33)	(257.72)

2. TRANSFER TO RESERVE

No amount is proposed to be transferred to General Reserves in the Financial Year 2024-25.

3. FINANCIAL SUMMARY AND STATE OF COMPANYS AFFAIRS

During the period under review, the Company remained non-operational and, accordingly, Company has incurred a net loss of 368.33 lakhs as against a net loss of 257.72 lakhs in the total revenue earned was NIL, the same as in the previous year. The the previous year.

4. DIVIDEND

In view of the losses incurred during the financial year 2024-25, the Board of Directors has not recommended any dividend. (Previous year: Nil).

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments affecting the financial position or business activities of the Company between the end of the Financial Year and the date of this

Boards Report.

6. CHANGE IN NATURE OF BUSINESS

There was no change in business activities of the Company during the period under review.

7. SUBSIDIARIES/ JOINT VENTURES /ASSOCIATE COMPANIES

There has been no Subsidiary, Associate Company or Joint Venture of the Company. Further, during the reporting period, no company has become or ceased to be a subsidiary/ joint venture or associate Company.

8. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONALS (KMP) DETAILS

During the financial year 2024-25, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

1. Mr. Mahesh Kumar Hada (DIN: 10778619), Mr. Shankar Balachandran (DIN: 10850023), and Mrs. Mascarenhas Anita (DIN: 01189484) were appointed as Additional Directors (Non-Executive, Independent) with effect from December 02, 2024, and were subsequently regularised as Independent Directors at the Annual General Meeting held on December 31, 2024.

2. The tenure of Mrs. Kalpana Mehta (DIN: 05215041) as Independent Director was completed. She was re-appointed as Independent Director at the Annual General Meeting held on December 31, 2024, and later resigned from the office of Independent Director with effect from February 18, 2025.

3. The tenure of Mr. Krishna Agarwal (DIN: 09402238) as Managing Director ended on January 04, 2025. He continues to serve as a Director of the Company and was further appointed as Chief Executive Officer with effect from February 14, 2025.

4. Mr. Shubham Gaur (DIN: 10908777) was appointed as Chief Financial Officer and Additional Director (Executive) with effect from February 14, 2025, and was subsequently regularised as Whole-time Director at the Extraordinary General Meeting held on April 02, 2025.

5. Mr. Vinendra Kumar Jain (DIN: 02206284) was appointed as an Additional Director (Non-Executive, Independent) with effect from February 14, 2025, and was subsequently regularised as an Independent Director at the Extraordinary General Meeting held on April 02, 2025.

6. Mr. Shahid Raza Rizvi (DIN: 02029659) resigned from the office of Independent Director with effect from February 07, 2025.

7. Ms. Ankita Jain (ACS: 36382) resigned from the office of Company Secretary with effect from February 28, 2025.

Changes after the closure of the financial year (up to the date of this Report):

1. Ms. Anshu Kumari Agrawal (ACS: 72422) has been appointed as Company Secretary of the Company with effect from May 29, 2025.

Pursuant to provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company;

1. Mr. Krishna Agarwal -Chief Executive Officer

2. Mr. Shubham Gaur- Whole-time Director and Chief Financial Officer

3. Ms. Ankita Jain (ACS: 36382) Company Secretary (resigned from the office of Company Secretary with effect from February 28, 2025)

4. Ms. Anshu Kumari Agrawal (ACS- 72422)- Company Secretary (appointed as Company Secretary of the Company with effect from May 29, 2025)

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by regulators/ courts that would impact the going concern status of the Company and its future operations.

10. SHARE CAPITAL

There were no changes in the share capital of the Company during the financial year 2024-25. The position of the share capital as on March 31, 2025, is as under: Authorised 000 Share equityCapital shareswas 20,00,00,000 of 10/ (Rupees Twenty Crore only) divided into 2,00,00, - each and Paid-up Share Capital

Hundred Twenty only) divided into 1,42,97,152 equity shares of 10/ 14,29,71,520 (Rupees Fourteen Crore Twenty-Nine Lakh Seventy-One Thousand Five - each, fully paid-up.

11. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid and update their bank account and Email ID with the respective depository Participant.

12. INTERNAL FINANCIAL CONTROL AND ADEQUACY

The conduct of its business, including adherence to the Companys policies, safeguarding of its Board adopted the policies and procedures for ensuring the orderly and efficient assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures. For the assurance of best possible Internal Financial Controls to be followed by the Company, furtherance to the current Internal Financial Controls, a Policy of Internal Financial Control was reviewed and approved by the Board and Audit Committee and the same is available on the website and may be accessed at the link: http://www.bohraindustries.com/

13. COMPANYS POLICY ON SELECTION OF DIRECTORS AND DETERMINING DIRECTORS

INDEPENDENCE AND REMUNERATION

The Company has a Nomination and Remuneration Committee (NRC) and the Composition and Scope of the Committee are set out in the Corporate Governance Report forming The Companys Policy for selection and appointment of Directors and their remuneration part of this Annual Report. is based on its NRC policy which, inter alia, deals with the manner of selection of the Board of Directors and such other matters as provided under section 178(3) of the Act and SEBI Listing The shareholders may refer the Companys website for the detailed Nomination & Regulations. Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, independence of Director and other matters provided under sub-section (3) of section 178.

14. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT,

2013

There were no employees whose remuneration was in excess of the limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) of Companies (Appointmentremuneration of each director to the median employees remuneration and other details and Remuneration of Managerial personnel) Rules 2014. The ratio of in accordance with sub-section 12 of the Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this report as Annexure I.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis, forming an integral part of this Report, has been separately furnished in Annexure II. The Management Discussion and Analysis gives details of organization, overall industrial economic overview, current and future outlook, strength and weakness, cautionary statement.

16. STATUTORY AUDITORS AND THEIR REPORT

STATUTORY AUDITORS

M/s Valawat & Associates (FRN: 003623C) were appointed by the Shareholders at the 27^th Annual General Meeting of the Company held on 30^th December, 2023 as Statutory Auditors for a period of five consecutive years to hold office up to conclusion of the 32^nd Annual General Meeting. They have audited the financial statements of the Company for the Financial Year under review. doThe observations of not require furtherStatutory explanation.Auditors in ThetheirAuditorsReport are Reportself-explanatory does not and containtherefore, any qualification, reservation or adverse remark. Further, there was no incidence of fraud reported by the Statutory Auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

COST AUDITOR

As per section 148, cost audit is not applicable for the year under review.

INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013, Mr. Jain Kothari & Co., Chartered Accountant (FRN: 022340C) was appointed as an internal auditor of the Company to conduct internal audit of the Company. The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive actions were taken.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, M/s. S P Moud & Associates, Company Secretaries (Unique code: S2023RJ906400) was appointed as Secretarial Auditors to conduct secretarial audit of the company for the financial year 2024-25. The Report of Secretarial Auditor is annexed with this report as Annexure-III.

The qualifications, observations or adverse remark or disclaimer is as stated in the said report.

Explanation by the Board on qualifications, observations or adverse remark or disclaimer made by the secretarial auditor:

The company had undergone into a Corporate Insolvency Resolution Process (CIRP), one of the financial creditors has withdrawn claim from the company for its dues vide their letter dated 15/09/2020 but the financial creditors withheld the necessary No Objection Certificate (NOC) contrary to approved Resolution Plan. This lack of NOC created operational and financial impediments, delaying various internal processes.

For this company has filed petition with NCLT but our petition in the National Company Law Tribunal (NCLT) was initially rejected. Subsequently, we filed an appeal before the National Company Law Appellate Tribunal (NCLAT) vide appeal no. 1025 of 2023, which approved the appeal, and finally on 24th April 2024 company received NOC from Financial Creditor. This prolonged process contributed to a delay in the companys ability to make timely decisions related to financial matters and governance.

During this period, the company approached various banks for financial assistance; however, due to the unresolved status of the NOC from our financial creditors, the banks rejected our applications. As a result, the company faced severe financial constraints that further affected its governance processes.

As the company is facing severe financial constraints this leads to prolonged financial delays and uncertainties, our Independent directors resigned from their positions, leaving the company with a reduced and incomplete Board of Directors (BOD). This non-composition of the BOD, along with the absence of key committees as required under corporate governance norms, significantly hindered our ability to meet the regulatory requirements, including the submission of the Corporate Governance Report and other secretarial compliances in within the statutory timelines.

17. EXTRACT OF ANNUAL RETURN

The Annual Return in accordance with the provisions of Section 92(3) and 134(3) of the Companies Act, 2013 and rules made thereunder is available on Companys website and can be accessed at http://www.bohraindustries.com/

18. DEPOSIT

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rule, 2014. There are no outstanding deposits as on 31^st March, 2025.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the CSR provisions are not applicable during the period under review, the Company has not developed and implemented any Corporate Social Responsibility initiatives.

20. ^{DIRECTORSRESPONSIBILITYSTATEMENT} Pursuant to section 134 of the Companies Act, 2013 with respect Directors Responsibility

Statement it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards had been followed and there is no material departure from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year, i.e 31st March, 2025 and of the profit and loss of the company for that period;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have implemented internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. MEETING OF BOARD

Eight meetings of the Board of Directors were held during the year under review. For further details, please refer report on Corporate Governance published in this Annual Report. The intervening gap between any two meetings was within the time period and in conformity with the provisions of the Companies Act, 2013 and Listing Regulations and the Secretarial Standard-1 on Board Meetings issued by the Institute of Company Secretaries of India. The following Meetings of the Board of Directors were held during the Financial Year 2024-25.

Date of Meeting	Boards Strength	No. of Directors Present
30/05/2024	3	2
14/08/2024	3	2
04/09/2024	3	2
19/11/2024	3	2
02/12/2024	3	2
09/12/2024	6	5
14/02/2025	5	4
07/03/2025	6	6

The particulars of the Directors and attendance at the Board Meetings during the year, the attendance in the last Annual General Meeting, number of other directorships (excluding directorship in Bohra Industries Limited) and Committee Memberships as on 31^st March, 2025 are as follows:

Name of Directors	Designation BOD	AGM held on 31st December, 2024	Attendance at the meeting	No. of Directorship in other companies as on 31st March, 2025		No. of Committees positions held in the other public companies as on 31st March, 2025
				Member	Chairperson
1 Krishna Agarwal	Director & CEO	8	Yes	0	0	0
2 Mascarenhas Anita	Independent Director	3	Yes	1	0	0
3 Mahesh Kumar Hada	Independent Director	3	Yes	0	0	0
4 Shankar Balachandran	Independent Director	3	Yes	0	0	0
5 Vinendra Kumar Jain	Independent Director	1	NA	1	0	0
6 Shubham Gaur	CFO & Whole Time Director	1	NA	0	0	0

22. COMMITTEES OF THE BOARD

The Board of Directors have reconstituted the following Committees in order to effectively deliberate its duties under the Act and the Listing Regulations, 2015:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

Details of the Committees in respect of its composition, terms of reference and meetings held during the financial year 2024-25 are provided in the Corporate Governance Report, which forms part of this Annual Report.

23. RELATED PARTY TRANSACTIONS:

All year with related parties were in the ordinary course of business and on an arms length contracts / arrangements / transactions entered by the Company during the financial basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

There are no transactions that are required to be reported in form AOC-2. However, all the on an arms length basis, have been disclosed in Notes of the Financial Statements. All transactions with related parties, which were in the ordinary course of business and Related Party Transactions entered into during the financial year were placed before the Audit Committee and the Board of Directors for approval. The Company has a process in place to periodically review and monitor Related Party Transactions. The transactions as approved by the Board may be accessed on the Companys website at the Policy on materiality of related party transactions and dealing with related party link: http://www.bohraindustries.com/document/RELATED-PARTY-TRANSACTION.pdf

24. DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT:

The Company has in place a Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redresses) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-2025.

No. of complaints received: Nil

No. of complaints disposed off: Nil

Compliance under the Maternity Benefit Act, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, and has extended all applicable benefits to eligible women employees, as prescribed under the said Act.

Number of employees as on the closure of financial year

Female - 1

Male - 2

Transgender 0

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the Listing Regulations (as amended Policy ("Policy") to enable Directors and employees to report genuine concerns or from time to time), the Company has framed Vigil Mechanism/Whistle Blower grievances, significant deviations from key management policies and reports on any non-compliance and wrong practices, e.g., unethical behaviour, fraud, violation of law, inappropriate behaviour/conduct, etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system that can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and the Listing Regulations and is available on the website of the Company at http://www.bohraindustries.com/document/WHISTLE%20BLOWER%20AND%20VIGI L%20MECHANISM%20POLICY.pdf

26. RISK MANAGEMENT

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy aimed at creating and protecting shareholders value by minimizing threats and losses and identifying and maximizing opportunities. The risk management policy defines the risk management approach across the enterprise at various levels, including documentation and reporting.

The Audit Committee evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

27. NOMINATION AND REMUNERATION POLICY

The brief of the Remuneration policy has been uploaded on website of the company at http://www.bohraindustries.com/document/NOMINATION%20AND%20REMUNERATI ON%20POLICY.pdf

28. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the stipulations set out in the Listing Regulation and have implemented all the prescribed requirements. A Corporate Governance Report and Certificate (qualified) from practicing company secretary confirming compliance of conditions as required by

Regulation 34(3) read with Part E of Schedule V of the Listing Regulations form part of this Boards Report.

29. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND

SECURITIES PROVIDED

During the year company has not made any investment in accordance with the provision of section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. Further during the year Company has not given loans and provides guarantees in pursuant to provision of section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

30. INDEPENDENT DIRECTORS

As per declaration received from Independent Directors, they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and have complied with Rule 6 of the companies (Appointment and Qualification of Directors) Rules, 2014, as amended as on date. As per evaluation done by the Nomination and Remuneration Committee and by the Board of all the Independent Directors of the Company by considering the parameters such as whether the Directors uphold ethical standards of integrity and probity, the ability of the directors to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained, adherence to the applicable code of conduct for Independent Directors and their role in bringing independent judgment during Board deliberations on strategy, performance, risk management, expertise and experience etc., the Independent Directors have maintained the integrity, expertise and have vast experience in the industry. They possess required qualification, skills, expertise and experience to be appointed as Independent Directors of the Company. The Independent Directors have complied with the code of conduct as prescribed in Schedule IV to the Companies Act, 2013.

31. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Listing Regulations. The performance of the Board as a whole, Committees and individual Directors was evaluated by seeking inputs from all Directors based on certain parameters.

At the separate Meeting of Independent Directors, performance of Non-independent directors, including Chairman, Board as a whole was discussed. The performance of the individual Directors, including Independent Directors, performance and role of the Board/Committees was also discussed at the Board Meeting.

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

A. Conservation of Energy: Though no such measures were taken during the financial report under review, yet the details of conservation of energy, technology absorption, foreign exchange earnings and Outgoes undertaken in general by your Management are as follows:

(i) The steps taken or impact on conservation of energy: The Company always emphasized on the conservation of energy. However, NIL steps were taken to conserve since there are nil operations for more than last two year or so.

(ii) The steps taken by the company for utilizing alternate sources of energy: NIL

(iii) The capital investment on energy conservation equipment: NIL

B. Technology absorption: Since operations of the company are temporarily closed, no steps were taken for technology absorption.

(i) The efforts made towards technology absorption: NIL

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: N.A.

(iii) In case of imported technology (imported during last three years reckoned from the beginning of the financial year: N.A.

(iv)The expenditure incurred on Research and Development: NIL

C. Foreign Exchanges Earnings & outgo (in Rs.): NIL

33. DISCLOSURES REGARDING ESOPs

The Company has not provided any Stock Option Scheme to the employees.

34. DISCLOSURES WITH RESPECT OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED

SUSPENSE ACCOUNT

None of the shares of the company are lying in demat suspense account / unclaimed suspense account.

35. LISTING OF SHARES

The shares of the Company are listed on NSE Main Board for the Financial Year 2024-25 and fees have been paid to NSE.

36. CEO/CFO CERTIFICATION

The CEO and CFO have issued certificate pursuant to the provisions of Regulation17(8) of the Listing Regulations, certifying that the financial statements do not contain any materially untrue statement and these statements represent true and fair view of the

Companys affairs. The said certificate is annexed and forms part of the Annual Report.

37. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Your Company has formulated familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model of the company etc. The detail of such familiarization programme is available on the website of the Company at the weblink: http://www.bohraindustries.com/document/FAMARLISATION%20PROGRAMME%20F OR%20INDEPENDENT%20DIRECTOR.pdf

38. INSIDER TRADING PREVENTION CODE

Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for prohibition of Insider Trading in Equity Shares of Bohra Industries Limited to preserve the confidentiality and to prevent misuse of unpublished price sensitive information. The Company Secretary has been designated as the Compliance Officer. It has been posted on the website and may be accessed at the link: http://www.bohraindustries.com/document/CODE%20OF%20PRACTICES%20AND%2 0PROCEDURES%20FOR%20FAIR%20DISCLOSURE%20OF%20UNPUBLISHED%20PRIC E.pdf

39. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India.

40. OTHER DISCLOSURES

The Company has neither made any application, nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

The Company has not entered into any one-time settlement with any Bank or Financial Institutions, hence disclosure under rule (8)(5)(xii) of Companies (Accounts) Rules 2014 is not applicable.

41. ACKNOWLEDGEMENTS

Your received from financial institutions, companys bankers, government authorities and directors would like to express their appreciation for the support and co-operation shareholders during the year under review. The Company wishes to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company.

	For and on behalf of the Board of Directors
	For Bohra Industries Limited
	Sd/-	Sd/-
	KRISHNA AGARWAL	SHUBHAM GAUR
Date: 07/09/2025	DIRECTOR & CEO	WHOLE-TIME DIRECTOR & CFO
Place: Udaipur	DIN: 09402238	DIN: 10908777