Bombay Oxygen Investments Ltd Directors Report

Your Directors have pleasure in presenting the 64^th Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2025.

FINANCIAL RESULTS : (Rs. in lakhs)

Continuing Operation	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Profit/ (Loss) before depreciation and tax	1927.03	7041.51
Provision for depreciation	19.38	19.41
Profit/ (Loss) before tax	1907.65	7022.10
Current Tax	838.17	589.01
Deferred tax	(681.11)	593.13
Earlier Period Taxation	-	79.87
Profit/ (Loss) for the year	1750.59	5760.09
Other Comprehensive Income for the year, net of tax	327.72	7255.88
Total Comprehensive Income/(loss) for the year, net of tax	2078.31	13015.97

PERFORMANCE:

During the year under review, the Profit before Depreciation and Tax is Rs.1927.03 Lakhs as against a Profit of Rs.7041.51 Lakhs in the previous year. The activities of the Company comprise of investments in mutual funds, other financial instruments and listed equities over a wide range.

NATURE OF BUSINESS:

The Company continues to be a Non-Banking Financial Company without accepting Public Deposits.

In accordance with RBI guidelines, a non-deposit-taking non-banking financial Rs.500 crore or more, as per its last audited balance sheet, is classified

Taking NBFC. As of 31^st March, 2025, the Companys total asset size stands at Rs.508.92 Crores, thereby classifying it under this category.

DIVIDEND:

Your Directors recommend the payment of a dividend of Rs 35/- (Previous year Rs.25/-) per equity share. The proposed dividend, if approved, at the Annual General Meeting, will absorb Rs.52.50 lakhs (Previous years Rs.37.50 lakhs).

SHARE CAPITAL:

As on 31^st March, 2025, the Authorized Share Capital of the Company stood at Rs.3,00,00,000/- divided into 1,50,000 Equity Shares of Rs.100/- each and 1,50,000 Unclassified Shares of Rs.100/- each.

The Paid-up Equity Share Capital of the Company as on 31^st March, 2025 stood at Rs.1,50,00,000/- divided into 1,50,000 Equity Shares of Rs.100/- each.

During the year under review, there has been no change in the Authorized and Paid-up Share Capital of the Company.

TRANSFER TO RESERVES:

The closing balance of the retained earnings of the Company for FY 2024-25, after all appropriation and adjustments, was Rs.12,695.47 lakhs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• Pursuant to recommendation of the Nomination and Remuneration Committee, the Board had, on 16^th January, 2025 appointed Mrs. Sudha Navin Shetty (DIN:10784690), Mr. Suresh Sitaram Sigtia (DIN:02690391) and Mr. Krishna Kumar Kunwar (DIN:07667931) as Additional Directors in the capacity of Independent Director for a period of five (5) years with effect from 16^th January, 2025 to 15^th January, 2030, subject to the approval of the Members of the Company. The said appointment was approved by the Members of the Company vide special resolution dated 3^rd March, 2025, passed through postal ballot by e-voting.

• Further, as on 31^st March, 2025, the Company had the following Members on the Board:

Name of the Director(s)	Designation
Mr. Shyam M. Ruia	Chairman, Non-Executive, Non-Independent Director
Mr. Nirmal P. Jhunjhunwala	Non-Executive, Independent Director
Mr. Mohanbir Singh	Non-Executive, Independent Director
Mrs. Aruna K. Kanoria	Non-Executive, Independent Director
Mr. Vikas M. Jain	Non-Executive, Non-Independent Director
Mr. Suresh Sitaram Sigtia	Non-Executive, Independent Director
Mrs. Sudha Navin Shetty	Non-Executive, Independent Director
Mr. Krishna Kumar Kunwar	Non-Executive, Independent Director
Ms. Hema Renganathan	Executive, Whole -Time Director

• Mr. Nirmal Purshottamdas Jhunjhunwala (DIN:00192810), Mrs. Aruna Kantikumar Kanoria (DIN:01269673) and

Mr. Mohanbir Singh (DIN:00192554) retired as Independent Directors from the Board of the Company with effect from the close of business hours on 31^st March, 2025.

• In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shyam M Ruia (DIN:00094600) will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

• The Board of Directors at its meeting held on 28^th May, 2025, subject to the approval of the Members in the ensuing Annual General Meeting, re-appointed Ms. Hema Renganathan as a Whole-time Director of the Company for a further period of 2 (two) years i.e., from 1^st July, 2025 to 30^th June, 2027, on the existing terms and conditions of her employment.

• All Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• KEY MANAGERIAL PERSONNEL (‘KMP)

The Board at its meeting held on 30^th July, 2024 noted the resignation of Mrs. Sangeeta Rohit Naik, as Company

Secretary and Compliance Officer of the Company with effect from the close of business hours on 27 ^th September, 2024.

Further, on the recommendation of the Nomination and Remuneration Committee, the Board had approved the appointment of Ms. Vinaya Sanjay Patil as the Company Secretary and Compliance Officer of the Company with effect from ^th November 2024.

The KMP of the Company as designated under provisions of Section 203 of the Act, are as under:

Name of the KMP(s)	Designation
Ms. Hema Renganathan	Whole-Time Director
Mrs. Sheela H. Pillai	Chief Financial Officer
Ms. Vinaya Sanjay Patil	Company Secretary and Compliance Officer

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Being an Investment Company, it has no particulars to report regarding conservation of energy and technology absorption. During the year under review, the foreign exchange earnings and outgo of the Company were Nil.

CORPORATE GOVERNANCE:

A Report on the Corporate Governance along with the certificate of the Auditors M/s. A M S & CO LLP, confirmingthe compliance of the conditions of Corporate Governance, is annexed as "Annexure A" and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

(i) Industry Structure and Developments :

The Company carries on the business as a Non-Banking Financial Company without accepting public deposits. (ii) Opportunities, Threats, Risks and Concerns : NBFCs have been playing an important role in Financial System. In order to survive and grow, NBFCs have to focus on their core strengths while improving on their weaknesses. They need to be very dynamic and have to endeavor to search for new products and services in order to survive in the competitive financial market.

(iii) Segment wise product wise performance :

The Companys business activity falls within a single business segment i.e. Non-Banking Financial Services. (iv) Outlook : NBFCs are emerging as an alternative to mainstream banking. They are also emerging as an integral part of Indian Financial System and are contributing commendably towards the Governments agenda of financial inclusion. NBFCs in India have recorded a marked growth in recent years.

(v) Internal Control Systems and their adequacy :

The Senior Management periodically reviews factors and issues that influence the Companys business and takes appropriate decisions to ensure that the Companys interest and that of the stakeholders is protected. The Company has an inbuilt system of Internal Checks and controls.

The Audit Committee of the Board of Directors reviews the Internal Controls and matters connected therewith. (vi) Financial and Operational performance :

		(Rs. in lakhs)
	For the year ended31st March, 2025	For the year ended31st March, 2024
Revenue from Operations	2021.31	7083.97
Other Income	69.08	137.63
Profit/ Loss before depreciation and tax	1927.03	7041.51
Depreciation	19.38	19.41
Taxes	157.06	1262.01
Profit/ Loss after depreciationandtaxes 1750.59	5760.09

(vii) Material developments in Human Resources/Industry relations front:

The Company continues to give due importance to Human Resources Development and keeps the relations cordial.

(viii) Cautionary Statement:

Companys projections and estimates will vary from actual results, which depend on a variety of factors over which the Company does not have any control.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors confirm the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 and declare :

(i) that in the preparation of the annual accounts, all applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and of the working of the Company for the year; (iii) that the Directors have taken proper and sufficient care for accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) that the Directors have prepared the annual accounts on a going concern basis; (v) that proper internal financial controls were in place and that the financial controls were adequate and were operating

(vi) that systems to ensure compliance with the provisions of all applicable laws were in place, adequate and operating effectively.

MEETINGS:

During the year six Board Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

STATUTORY AUDITORS:

M/s. A M S & CO LLP Chartered Accountants, (Firm Registration no. 130878W/W101034), were appointed as

Statutory Auditors of the Company, to hold office for a periodoffive years ^st Annual General Meeting held on 2^nd August, 2022 till the conclusion of the 66^th Annual General Meeting to be held in the year

2027. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and RBI Guidelines. The auditors have also confirmed that they hold a valid Certificate issued by the Peer Review Board of the Institute of

Chartered Accountants of India.

The report of the Statutory Auditors forms part of the Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer. The Statutory Auditors of the Company have not reported any fraud, as specified in Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014, M/s. SCP & Co., Practicing Company Secretary, were appointed to undertake the Secretarial Audit of the Company for the year 2024-25. The Secretarial Audit Report for the year 2024-25 is annexed as "Annexure B" and forms part of this Report. The Secretarial Audit Report for the financialyear ended 31 ^st March, 2025 does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has complied with Secretarial Standards issued by The Institute of Company Secretaries of India on Board and General Meetings.

Further pursuant to the Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and recent amendments dated 13^th December, 2024 in Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), 2015, on the recommendation of the Audit Committee, and subject to the approval of the Members, the Board of the Directors has recommended the appointment of M/s SCP & Co., Practicing Company Secretaries (Firm Registration No: 21962) as the Secretarial Auditors of the

Company, to hold office

MAINTENANCE OF THE COST RECORDS:

The maintenance of the cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31^st March, 2025, is available on the Companys website : http://www.bomoxy.com/siot/Annual%20Return%202024-2025.pdf

PARTICULARS OF EMPLOYEES:

The information in terms of provision of Section 197(12) of Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure C". There are no employees drawing salary as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has constituted a Corporate Social Responsibility Committee pursuant to Section 135 of the Companies Act, 2013. The policy is available on the Companys website and can be accessed at http://www.bomoxy.com/pmdo/ Corporate%20Social%20Responsibility.pdf During the year there is no requirement for Corporate Social Responsibility (CSR) contribution, as the average net profit of the three immediately preceding financial years is negative, calculated in accordance with Section 198 of the

Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

The Companys policy on dealing with Related Party Transactions is disclosed on the Companys website and can be accessed at http://www.bomoxy.com/pmdo/Related%20party%20transaction%20policy_new.pdf There were no material transactions with any of the related parties, during the year under review. The related party transactions are disclosed under Note No.23 of the Notes to Financial Statements for the year 2024-25.

SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES:

Company does not have any Subsidiary, Joint Venture and Associate Companies.

INSURANCE:

The assets/ properties of the Company are adequately insured against loss due to fire, riots and other perils that are considered necessary by the Management.

DEPOSITS:

During the period under review the Company has not accepted any deposits covered under chapter V of the Companies Act, 2013. Accordingly, no disclosure or reporting is required in respect of the details relating to the deposits.

NOMINATION AND REMUNERATION COMMITTEE:

The Company has a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 for the appointment and payment of remuneration to the Directors and Key Managerial Personnel of the Company.

WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement and the policy is uploaded on the website of the Company.

RISK MANAGEMENT POLICY:

The Company has formulated a Risk Management Policy which may be viewed at http://www.bomoxy.com/pmdo/ Risk%20Management%20Policy.pdf

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 read with Rule 14, the Internal Complaints Committee constituted under the said act has confirmedthat no complaint / case has been filed / pending with the Company during the year.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Companys internal financial control systems are commensurate with the nature, size and complexity business and operations. These are routinely tested and certifiedby the Statutory as well as Internal Auditors.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company conducts familiarization program for the Independent Directors as detailed in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees and being a Non-Banking Financial Company its investments are exempted under Section 186(11)(b) of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financialstatements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Companys operations in future.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination

& Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

	For Bombay Oxygen Investments Limited
	Mr.Shyam M. Ruia
	Chiarman
	DIN: 00094600
Place: Mumbai
Date : 28th May, 2025