Bohra Industries Ltd Directors Report

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 part of this Annual Report.

The Companys Policy for selection and appointment of Directors and their remuneration 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 Obligations and Disclosure Requirements) Regulations, 2015.

The shareholders may refer the Companys website for the detailed Nomination & 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 subsection (3) of section 178.

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 (Appointment and Remuneration of Managerial personnel) Rules 2014. The ratio of remuneration of each director to the median employees remuneration and other details 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.

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 give details of organization, overall industrial economic overview, current and future outlook, strength and weakness, cautionary statement.

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.

The observations of Statutory Auditors in their Report are self-explanatory and therefore, do not require further explanation. 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.

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 statutory auditor:

The vacancy in the position of Independent Director arose during the year. The Board undertook a structured process to identify and appoint a suitable candidate possessing the requisite expertise, experience and independence, which resulted in a temporary gap in the optimum composition of the Board. The Company has since taken necessary steps to address the said vacancy, and the required corrections have been made by the Company to regularize the Board composition.

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 2025-26. The Report of Secretarial Auditor is annexed with this report as Annexure III.

The qualifications, observations or adverse remark or disclaimer and Managements explanation are as stated below:

1. The Company has delayed in the compliance with regulation 31(1)(b) Regarding filing of shareholding pattern (for quarter ended on June 30,2025 and December 31,2025) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Managements explanation: The management acknowledged the regulatory noncompliance concerning delays in periodic filings with the Securities and Exchange Board of India under Regulation 31(1)(b) for the quarters ended June 30, 2025, and December 31, 2025,

2. The Company has delayed filing under Regulation 74(5) of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018- RTA Certificate for quarter ended December, 2025.

Managements explanation: The management acknowledged delays in filings required under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018. Management expressed regret for the lapse and affirmed its commitment to implementing measures to prevent recurring defaults and ensure strict adherence to regulatory timelines going forward.

3. The Company has not complied with Regulation 17(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 And the provisions of Section 149(4) of the Companies Act, 2013, read with the applicable rules regarding optimum composition of the Board of Directors for substantial part of the financial year.

Managements explanation: The vacancy in the position of Independent Director arose during the year. The Board undertook a structured process to identify and appoint a suitable candidate possessing the requisite expertise, experience and independence, which resulted in a temporary gap in the optimum composition of the Board. The Company has since taken necessary steps to address the said vacancy, and the required corrections have been made by the Company to regularize the Board composition.

4. There were certain gaps/delays observed in compliance with Regulation 3(5) & 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 relating to maintenance of Structured Digital Database (SDD).

Managements explanation: Management deeply regrets the inadvertent delay in SDD entries and robust operational controls, real-time reporting protocols, and periodic internal reviews are going to be instituted to prevent recurring defaults and ensure strict adherence to regulatory timelines going forward.

COST AUDITOR

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

INTERNAL AUDITOR

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, 2026.

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.

DIRECTORS RESPONSIBILITY STATEMENT

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, 2026, 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 31^st March, 2026 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.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Seven (7) meetings of the Board of Directors were held during the Financial Year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this annual report.

COMMITTEES OF THE BOARD

The Board of Directors have constituted the following Committees in order to effectively deliberate its duties under the Act and the SEBI (Listing Obligations and Disclosure Requirements) 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 2025-26 are provided in the Corporate Governance Report, which forms part of this Annual Report.

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length 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 transactions with related parties, which were in the ordinary course of business and on an arms length basis, have been disclosed in Notes of the Financial Statements. All 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.

DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. No complaint of sexual harassment was received during the year 2025-26.

i. Number of complaints of sexual harassment received in the year: NIL

ii. Number of complaints disposed of during the year: NIL

iii. Number of cases pending for more than ninety days: 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

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time), the Company has framed Vigil Mechanism/Whistle Blower Policy ("Policy") to enable Directors and employees to report genuine concerns or 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is available on the website of the Company at

RISK MANAGEMENT

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBT (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.

NOMINATION AND REMUNERATION POLICY

The brief of the Remuneration policy has been uploaded on website of the company at

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the stipulations set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have implemented all the prescribed requirements except for the instances of non-compliance, if any, disclosed in the Corporate Governance Report.

The 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year company has not made any investment, nor given loans or guarantees 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.

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.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of the Board as a whole, Committees and individual Directors were 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.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy: Though no such measures were taken during the financial year 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, Since the operations of the Company have remained temporarily suspended during the year, no significant measures were undertaken towards conservation of energy

(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 suspended, 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: NA

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

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

C. Foreign Exchanges Earnings & Outgo (in Rs.):

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.

LISTING OF SHARES

The shares of the Company are listed on NSE Main Board for the Financial Year 2025-26 and fees have been paid to NSE.

CEO/CFO CERTIFICATION

The CEO and CFO have issued certificate pursuant to the provisions of Regulation17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Companys affairs. The said certificate is annexed and forms part of the Annual Report.

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:

INSIDER TRADING PREVENTION CODE

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with applicable Secretarial Standards (SS) issued by Institute of Company Secretaries of India i.e. SS-1 & SS-2 on meetings of the Board of Directors and General Meetings, respectively.

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.

ACKNOWLEDGEMENTS

Your directors would like to express their appreciation for the support and co-operation received from financial institutions, companys bankers, government authorities and 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.