Bombay Potteries & Tiles Ltd Directors Report

INDIAN ACCOUNTING STANDARDS [IND AS]:

The company has drawn up its Accounts under IND AS.

PERFORMANCE / STATE OF AFFAIRS OF THE COMPANY:

The Company has not carried on any activity during the year under report. Thus, the operations of the Company have resulted in to loss of Rs. 1,07,92,833.21/-, which has been carried forward to the Balance sheet and added to the accumulated loss of Rs 1,18,47,913.77/- brought forward, and thus the accumulated loss of Rs 2,26,40,747.08/- appears in the Balance Sheet as on 31.03.2025.

AMOUNT CARRIED TO RESERVE:

The Company has not carried any amount to the reserves during the current financial year.

DIVIDENDS:

In view of the loss, the Directors have not recommended any dividend on Equity Shares for the Financial Year ended 31^st March 2025. The Directors have also not recommended the dividend on Preference Shares for the Financial Year ended 31^st March 2025.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the Financial Year 2024-25.

SHARE CAPITAL:

There is no change in the Authorized, issued, subscribed, and paid-up Share Capital of the Company. The Company has not issued any class of securities, including shares, during the year. The Company has not bought back any securities during the Financial Year under review.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in the composition of the Board of Directors.

However, the following changes occurred in the Key Managerial Personnel (KMP) of the Company in accordance with the provisions of Section 203 of the Companies Act, 2013:

Ms. Hetal Shah was appointed as the Company Secretary and Compliance Officer of the Company with effect from January 18, 2025.

Ms. Hansa Chauhan was appointed as the Chief Financial Officer of the Company with effect from January 18, 2025.

Further, the Board, on the recommendation of the Nomination and Remuneration Committee and subject to the approval of shareholders, has re-appointed the Managing Director, Mr. Manoj Wadhwa, whose term of five years had expired, for a further term of Five years, with effect from

March 31, 2025.

Additionally, the term of Mr. Deepak Mirchandani and Mr. Rakesh Wadhera, Independent Director(s), also expired during the year. Based on their performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board has approved their re-appointment as Independent Director(s) for a second term of five consecutive years, subject to the approval of shareholders.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Harshvardhan Manoj Wadhwa is liable to retire by rotation and being eligible offers herself for reappointment.

Directors Remuneration No Director as well as Managing Director is drawing any remuneration and Meeting fees.

DEPOSITS:

During the year the Company did not accept or renew any Deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of deposit by Companies) Rules, 2014 and no Fixed Deposit remain unclaimed with the Company as on 31.03.2025.

As of March 31, 2025, the Company has received an aggregate amount of 1,02,05,600/- as unsecured loan from its Director. The said loan has been provided out of the Directors own funds and does not involve any borrowing from third parties. Necessary declarations have been obtained from the Director confirming that the amount lent is out of his personal funds.

BOARD OF DIRECTORS MEETING:

Your Companys Independent Directors are qualified and have been associated with corporate and business organizations. Hence, they all understand the Companys business and activities very well. However, the Board has shown the Companys business activities to all the Independent Directors pursuant to the provisions of Clause 25 of S.E.B.I [Listing Obligations & Disclosure Requirements] Regulations 2015.

The Board of Directors duly met 08 [EIGHT] times in the Financial Year 2024-25 viz. on 10.04.2024, 22.05.2024, 09.08.2024, 03.09.2024,14.11.2024, 17.01.2025, 18.03.2025, 31.03.2025.

COMMITTEES OF THE BOARD

There are currently three Committees as follows: -

AUDIT COMMITTEE MEETING

The Audit Committee of the Board of the Company comprises two Independent Non-Executive Directors, Mr. Rakesh S. Wadhera, who serves as the Chairman of the Committee, and Mr. Deepak Mirchandani, along with Mr. Manoj V. Wadhwa, Managing Director. The Committee functions as a vital link between the Statutory and Internal Auditors and the Board of Directors, ensuring effective oversight of the Companys financial reporting and internal control systems.

The Audit Committee shall act in accordance with the prescribed provisions of Section 177 of the Companies Act 2013 and inter alia include.

To ensure that the financial reporting process and the disclosure of its financial information and the financial statements are correct, sufficient, and credible. Recommend the appointment of Statutory Auditors and Fixation of Audit Fees. Reviewing with the management, performance of Statutory and Internal Auditors and adequacy of the Internal Control Systems. Reviewing the adequacy of Internal Audit Functions. Discussion with Statutory Auditors and Internal Auditors on the nature and scope of audit, etc. Reviewing the Companys Financial and Risk Management Policies.

The Audit Committee met Seven times on 10.4.2024, 22.05.2024, 09.08.2024, 03.09.2024, 14.11.2024, 17.01.2025, and 31.03.2025 during the Financial Year ended 31^st March 2025 with full attendance of all the Members.

NOMINATIION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is duly constituted and comprises Mr. Rakesh S. Wadhera as the Chairman, Mr. Deepak Mirchandani, Independent Director, and Ms. Minal M. Wadhwa, Non-Executive Director, as its members.

The Nomination and Remuneration Committee shall act in accordance with the prescribed provisions of Section 178 of the Companies Act 2013 and shall perform the following functions: -

(a) to formulate the criteria for determining qualifications;

(b) to frame and formulate positive attributes and independence of Director;

(c) to recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other Senior Management employees;

(d) to identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down;

(e) to recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

Pursuant to the provisions of 178 (3) of the Act, the Remuneration Policy for the selection and appointment of Directors, Senior Management personnel has been framed. Remuneration to Key Managerial Personnel will be based on such to attract and retain quality talent. For Directors, it will be based on the basis of provisions of Companies Act, 2013, and as per the approval of the Shareholders wherever required.

The Company is not paying the meeting fees to any Director attending the Board Meeting and Audit Committee Meetings.

The Nomination and Remuneration Committee met twice on 17.01.2025 and 18.03.2025 during the Financial Year ended 31^st March 2025 with full attendance of all the Members.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is duly constituted and comprises Ms. Minal M. Wadhwa, Non-Executive Director, as the Chairperson, along with Mr. Rakesh S. Wadhera and Mr. Deepak Mirchandani, Independent Director, as its members.

The Stakeholders Relationship Committee looks to issues relating to Shareholders redressal of complaints from investors and shall consider and resolve the grievances of security holders of the Company.

The Share work is being handled by Alankit Assignments Limited for the year ended 31.03.2025.

During the year, the Stakeholders Relationship Committee met on 31.03.2025.

INDEPENDENT DIRECTORS MEETING

In terms of Schedule IV of the Companies Act 2013 and Clause 25 of S.E.B.I [Listing Obligations & Disclosure Requirements] Regulations 2015 one separate meeting of the Independent Directors was held on 31.03.2025, wherein the performance of the non-Independent Directors including the Chairman & Managing Director and Board as a whole was reviewed. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board of Directors of the Company.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(f) and Regulation 17 of S.E.B.I [Listing Obligations & Disclosure Requirements] Regulations 2015, the Board has carried out an Annual Performance Evaluation of its own performance as well as the Directors individually as well as the evaluation of its Audit Committee. However, the evaluation of the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was not done as only one employee as Key Managerial Personnel was employed and no complaint was received from any person. Independent Directors have carried out a separate evaluation on the performance of Chairman & Managing Director and Non-Independent Directors in separate meeting of Independent Directors.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors hereby confirm that:

In the preparation of the annual accounts for the Financial Year ended 31^st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures.

The Directors have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the Financial Year on 31^st March 2025 and of the Loss of the Company for that period.

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.

The Directors have prepared the annual accounts for the financial year ended 31st March, 2025 on going concern basis.

The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating effectively.

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

DECLARATION BY INDEPENDENT DIRECTORS:

Both the independent Directors have furnished necessary declarations under Section 149(6) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 16 (b) of S.E.B.I [listing Obligations & Disclosure Requirements] Regulations 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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 Financial Statements relate and the date of the Report.

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

In terms of sub-Rule 5 (vii) of Rule 8 of Companies (Account) Rules 2014, during the year, the Company received an order from the Securities Appellate Tribunal (SAT) regarding the compulsory delisting of its securities, which had an impact on the going concern status of the Company and its future operations.

REGULATORY AND COMPLIANCE UPDATE

During the year, the Company received an order dated July 12, 2024, from BSE directing it to complete all pending compliances within five months. The Company made sincere efforts to fulfill the requirements, including arranging necessary funds, coordinating with BSE for submission of revocation documents, and paying applicable penalties.

Despite these efforts, the Company faced challenges in obtaining the necessary certificate from the Registrar and Transfer Agent (RTA) and in appointing a full-time Company Secretary two essential compliances necessary for revocation of suspension. These issues were further compounded by the lack of support from the consultant, who had earlier committed to assist but failed to do so.

Due to these unresolved matters, the Companys request for an extension was not accepted by BSE, and a compulsory delisting order was issued. The difficulty in obtaining the RTA certificate arose from the historical nature of the Company, making it challenging to trace complete details of certain legacy shareholders.

Despite these setbacks, the management remains committed to reviving the Company. Having completed a majority of the required compliances and made substantial payments, the Company is actively working toward resolving the remaining issues and protecting the interests of its shareholders.

SAT PROCEEDINGS AND UPDATE ON LISTING STATUS

As management remains committed to reviving the Company, it appointed Mr. Neveille Lashkari, Advocate, along with Ms. Neeta Solanki, Advocate, instructed by Unison Legal, to represent it before the Securities Appellate Tribunal (SAT). Under the hearing, the Company received a communication dated April 23, 2025, stating that the order for compulsory delisting stands rescinded. Accordingly, the status of the Company has been revised from "Delisted" to "Suspended" with effect from April 25, 2025.

VIGIL MECHANISM:

The Company has adopted a Vigil Mechanism and Whistle Blower Policy as required under Section 177 (9) of Companies Act, 2013 and Regulation 22 of S.E.B.I [listing Obligations & Disclosure Requirements] Regulations 2015 with a view to provide mechanism for Directors and Employees to approach Audit Committee to report existing/probable violation of laws, rules, regulations or unethical conduct and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is posted on the Companys website www.bombaypotteries.com.There has been no case of fraud reported to the Audit Committee/Board during the Financial Year under review.

INSIDER TRADING REGULATIONS:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), your Company has formulated a Code of Conduct for Prohibition of Insider Trading and Code of Conduct to Regulate, Monitor and Report Trading in Securities of other Listed Entities by Designated Persons as an Intermediary and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“UPSI”). The Code of Practices and Procedures for Fair Disclosure of UPSI is available on the website of the Company at www.bombaypotteries.com.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Act and The Companies [Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Vatsal Doshi & Associates, Company Secretaries to undertake the secretarial Audit of the Company for the year ended 31st March 2025. The Secretarial Audit Report is annexed herewith as “Annexure- III” to this Report.

In compliance with the provisions of Section 203 of the Companies Act, 2013 read with the applicable rules made thereunder, and in accordance with the requirements applicable to a listed company, the Company has duly appointed a Company Secretary in the category of Key Managerial Personnel (KMP). The Board had taken note of the observation and has ensured adherence to the statutory mandate by appointing Ms. Hetal Shah a qualified Company Secretary to support the Companys governance framework and regulatory compliances.

The appointment further strengthens the Companys commitment to maintaining high standards of corporate governance and compliance with the applicable legal and regulatory requirements.

Further, the Board has also taken note that the Company has not yet redeemed the outstanding Preference Shares along with the accumulated dividend thereon, which are due for redemption. The Company is in the process of evaluating appropriate options and shall take necessary steps in this regard, which may include redemption of the said Preference Shares along with the accumulated dividend, making an application for extension of time for redemption, or issuance of fresh redeemable Preference Shares, in accordance with applicable provisions of the Companies Act, 2013 and rules framed thereunder.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY INTERNAL AUDIT:

The Company has an adequate Internal Financial Control Systems/Procedures and Internal Audit Systems commensurate with the size of the Company and nature of its business. The Management periodically reviews the Internal Financial Control and Internal Audit Systems for further improvement.

In terms of the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, the Governing Board, based on the recommendation of the Audit Committee at its Meeting held on September 3, 2024, had appointed M/s. Sanjay Bhachawat & Co. (Firm Registration No. 109166W) as Internal Auditors & Concurrent Auditors of the Company for the period from April 01, 2024, to March 31, 2025, as Internal Auditors of the Company. The Internal Auditors report does not contain any qualifications, reservations or adverse remarks or disclaimers.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The Company was not engaged in manufacturing activity during the Financial Year under review. The information required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption is not applicable to the Company. The Company does not have any foreign exchange earnings nor there is any foreign exchange outgo.

PARTICULARS OF REMUNERATION TO EMPLOYEES/DIRECTORS/KEY MANAGERIAL PERSONNEL:

Information as required under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided. The Company has not paid any remuneration/meeting fees to any Director of the Company during the Financial Year ended 31.03.2025.

RELATED PARTY TRANSACTIONS:

The Company has not entered into a contract or arrangement with related parties during the Financial Year that falls under the scope of Section 188 (1) of the Act.

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE, AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

No loans and/or guarantees were given, no investments were made and no securities were provided by the Company covered under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any subsidiary / joint ventures/associate companies during the financial year under review. No Company has become or ceased to be the Companys subsidiary, joint venture, or associate Company during the Financial Year 2024-25.

CASH FLOW STATEMENT:

The cash flow statement for the year 2024 2025 is attached to the Balance Sheet.

ISSUE OF EMPLOYEE STOCK OPTION:

The Company has not issued/granted any stock option to its employees including its Key Managerial Personnel, and hence, the provisions of Rule 12 (9) of the Companies [Share Capital & Debentures) Rules, 2014, are not applicable.

TRANSFER OF UNCLAIMED DIVIDENDS AND SHARES TO INVESTOR EDUCATION & PROTECTION FUND [ IEPF] ACCOUNT:

Your Company did not have any funds lying unpaid or unclaimed dividends for the last seven years, and hence, no funds or shares were required to be transferred to Investor Education and Protection Fund or Demat Account as required under Section 124/125 of the Companies Act, 2013.

RISK MANAGEMENT:

Pursuant to Section 134 (3)(n) of the Companies Act, 2013, the Company has formulated Risk Management Policy and the Risk Management framework, which ensures that the Company is able to carry out identification of elements of risk, if any, which, in the opinion of the Board may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY [ C S R]:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company as the Company does not fall in any of the criteria specified in sub section (1) of Section 135 of the Companies Act.

COST AUDIT

The Cost Audit Orders/Rules are not applicable to the Company.

CORPORATE GOVERNANCE REPORT:

The provisions related to Corporate Governance Report as per Regulation 15 (2) of S.E.B.I [Listing Obligations & Disclosure Requirements] Regulations 2015, does not apply to the Company and thus the Corporate Governance Report is not prepared and attached hereto.

MANAGEMENT DISCUSSIONS AND ANALYSIS:

The Board has deliberated on various strategic options for initiating a new project. In this context, detailed discussions were held regarding the financial requirements and the potential avenues for raising the necessary funds.

While the outlook for the construction industry an area in which the Company has prior experience remains fundamentally positive, the sector has been experiencing prolonged periods of subdued activity. Given the capital-intensive nature of construction projects, the Company acknowledges that substantial financial resources would be required to pursue any such venture.

The Board continues to evaluate the viability of potential projects, keeping in view market conditions, risk factors, and the Companys financial position, before committing to any major undertaking.

The financial statements have been prepared under the historical cost convention, on the basis of a going concern.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE [PREVENTION, PROHIBITION AND REDRESSAL] ACT, 2013:

In order to prevent sexual harassment of women at the workplace, the Sexual Harassment of Women at Workplace [ Prevention, Prohibition and Redressal] Act, 2013 has been notified, and your Company has in place a Policy on prevention of sexual harassment in line with the requirements of the said Act. During the financial year, the Company has not received any complaints pertaining to sexual harassment of women at the workplace.

CODE OF CONDUCT:

The Company is committed to adopting the highest business, governance, ethical and legal standards in the conduct of its operations. The Company has in place a “Code of Conduct for Directors and Senior Management” (the Code), which is available on the website of the Company at www.bombaypotteries.com. The Code aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the Company. All the

Governing Board Members and Senior Management Personnel have affirmed compliance with the Code. The declaration to this effect, signed by Mr. Maonj Wadhwa, Managing Director and CEO, is attached to this report as “Annexure-I”.

CEO/CFO CERTIFICATE:

Mr. Manoj Wadhwa, Managing Director and CEO and Ms. Hansa Chauhan, Chief Financial Officer of the Company, have furnished a signed CEO/CFO Certificate as required under Regulation 17(8) and Part B of Schedule II of SEBI Listing Regulations for the Financial Year ended March 31, 2025, forming part of this Report as “Annexure-II”

LISTING OF SHARES WITH BOMBAY STOCK EXCHANGE

The Company has paid the Annual Listing Fees to the Bombay Stock Exchange, where the Companys shares are listed.

AUDITORS REPORT

There are no qualifications/reservations, or adverse remarks in the Auditors Report. No frauds were reported by the Statutory Auditors pursuant to Sub Section 12 of Section 143 of the Companies Act 2013.

STATUTORY AUDITORS