Your Directors have pleasure in presentingZthAnnual Report oBohra Industries Limit edong with

Audited Financial Statements for the year endddMarch, 2023.

1 FINANCIAL SUMMARY

2. TRANSFER TO RESERVE

N o amount is proposed to be transfer to GerREaerves in the F inancial Year 20323.

3. FINANCIAL SUMMARY AND STATE OF COMPANY’S AFFAIRS

During the period under review, the company was not under operation and henc©ttft erevenu e
earned is NILas same previous year. The Company has net loss of 293.89 lakhs as compared
to Net Loss of R26205 lakhs in previous year.

4. DIVIDEND

No Dividend was recommended by the Board of Directors due to losses during the financial year
2Q2 2-202 3.

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES AND THE DATE OF
THE REPORT

There are no material changes or commitments affecting the financial position or business activities
of the Companjbetween the end of the F inancial Year theddate of this Board’s Report.

However, tie following changes have occurred in the director and KMIter the closure for
financial year i.e.31CB.2C23 till the date of Report

i. Mr. RaghuveerSingh Rathore (DIN: C862695), Resigned as Whole time directorof the
company w.e.f. C5.Q5.2CE3.

ii. Ms. Payal Jain (DIN: C94582C7), Resigned as Independent Director of the company w.e.f.
22.Q5.2CE3.

Further, the Registrar of Companies, Jaipur vide its ortfat 3d/Cy2![23 has granted extension for 3
months C days for holding AGM for F.Y. 2C22.

5. CHANGE IN NATURE OF BUSINESS

There was no change in business activities of the company during the period under Review.

6. SUBSIDIARIES/ JOINT VENTURES /ASSOCIATE COMPANIES

There has been no Subsidiary, Associate Company, and jovahture ofthe Company. Further,
during the reporting period, noompany has become or ceased tdbe a subsidiary/ jointventure or
associate Company .

7. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONALS (KMP)

Duringthe financial year 2C2-23,

a) Mr. Rahul Bajaj resigned from office on 1404/2022, who was appointed as Chief Financial
officer of the Company on 27/CE/2CE2.

b) Ms. Aditi Agarwal resigned from office on 3C/^:/2C^2, who was appointed as ntpany
Secretary & Compliance Officer of the Compony27/ E/2C2 1.

c) Mr. Akshay Kumar Sharma resigned from office on 2C/^/2C2^ who was appointed as
Company Secretary & Compliance Officer of the Company on 0I(]7/2022

d) Mr. HrithikVijayvargiya resigned frof-fice on C^^2C^ who was appointed as Non¬
Executive No-Independent Director on C5/ ()/ 2P22.

e) Ms. Ankita Jain (AC- S6382) Appointed as Company Secretary & Compliance officer of the
Company W.e.f. UD2[E2

f) Mr. Raghuveer Singh Rathore (DIN: C8626P5J}as been appointed as the Whole time director

of the company w.e.f. 16/ 2C22^

g) Mr. Mahendra Singh Kothari (DIN: C86262C3), has been appointed as the Whole time director

of the company w.e.f. 16/ 2C22^

8. DISCLOSURES UNDER THE COMPANIES ACT, 2013

i. Annual Return: The Annual Return in accordance with the provisions of Section 92(3) and
B4(3) of the Companies Act, 2t)B and rules made thereunder is available on Company's
website and can be accessed http//www.bohr aindust r ies.com/

ii. Meeting of Board of Directors: The Board <ff Directors of the company met times during
the year .The intervening gap between any two meetings was within the time panibdln

conformity with the provisions or the CompanAct, 203 and Listing Regulations and the
Secretarial Standarkbn Board Meetings issued by the Institute of Company Secretaries of
India. The following Meetings of the Board of Directors were held during the F inancial Year
907 9-99

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 irBohra Industries Limit)e<and Committee Memberships as on CB12Q2 3 are
as follows:

Meeting of Independent Directors

In compliance of Section 49 of Companies Act, 20B and the provisions of Listing
Regulations a separate meeting of Independent Directors was held. 02202B .

iii. Committees of the Board:

The Board of Directors have the following Committees:

a. AuditCommittee

b. Nomination and Remuneration Commit tee

c. Stakeholders’ Relationship Committee

The details of the Committees along with their composition, number of meetings held and
attendance at the meetings are provided in the Corporate Governance Report.

iv. Directors’ Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the
provisions of Section B4(3) (c) read with Section B4(5) of the Companies Act, 20B, in
preparation of annual accounts fdre finanial year ended Skt March, 202Bnd state that:

(i) In the preparation of the Annual Accounts for the F inancial Year ended Skt March,
202 B, the applicable accounting standards have been followed with proper
explanation relating to material departure

(ii) the Directors had 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 and losses of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 20B
for safeguarding the assets of the Company andpfeventing and detecting fraud

and other irregularities.

(iv) The Directors had prepared the annual accounts for the financial year ended Skt
March, 202B on a going concern basis.

(v) The Directors had laid down proper internal financial controls to be fobywed
company and that such internal financial controls are, adequate and are operating
effectively.

(vi) That the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate andtpg
effectively .

v. Independent Directors:

As per declaration received from Independent Directors they meet the criteria of independence
as laid down under Section 49(6) of the Companies Act, 20B and have complied with Rule 6
of the companies (Apointment and Qualification of Directors) Rules, 20)4, 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 uon dfor 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 hast vxperience 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 IVt he> Companies Act, 20B.

vi. 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, 20B
and the corporate governan 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: eDtors, performance of N-ondependent 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 BoaMeeting

vii. Particulars Of Contracts And Arrangements With Related Parties:

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 arm’s length basis.

During the year, the Company had not entered into any contract / aIenltlgb 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 for-m HOCever, all
thetransactions with related parties, which were in the ordinary course of business and on an
arm’s length basis, have been disclosed in Notesf the Financial Statements. All Related
Party Transactions entered into during the financial year were placed bf Audit

Committee and the Board of Directors for approval. The Company has a process in place to
periodically review and monitor Related Party T ransacti ons.

The Policy on materiality of related party transactions and dealing with related party
traisactions as approved by the Board may be accessed on the Company’s website at the link:
http//www.bohraindustries.com/document/RELAT-EARTYTRAN SACTION .pdf

viii. Remuneration Policy:

The brief of the Remuneration policy has been uploaded on website of the company
at http//www.bohraindustries.com/document/N OMINATION %20AN D%M UNER AT I
ON %20POLICY.pd

9. 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 ReportQuraJlifiecCertifictae fom practicing
company secretar yconfir mingcompliance of conditions as required by Regulation 34(3) read with
Part E of Schedule V of the Listing Regulations form part of this Board’s Report.

10. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Rule of the Companies (Meetings of Board and its Powers) Rules 204 read with
Section 77(9) of the Act and as per Regulation 22 of the Listing Regulations (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 -compliance and wrong practices, e.g.,
unethical behavior, fraud, violation of law, inappropriate behavionduct, 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 esdil 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%2QAN D%20VIGIL%20M
ECHANISM%20POLICY. df

11. RISK MANAGEMENT

The Risk Management policy is formulated and implemented by the Company in compliance with
the provisions of the Companies Act, 20B and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 205. The polcy 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 thai
may threaten the existence of the Company.

12. INTERNAL FINANCIAL CONTROL

The Board adopted the policies and procedures for ensuringpitter ly and efficient conduct of its
business, including adherence to the Company’s policies, safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of accounting records, and the
timely preparation of¹ eliable financial disclosures. oF 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 tard Bind
Audit Committee and the same is available on the website and may be accessed at the link:
http// www.bohraindustrics.com/

13. STATUTORY AUDITORS AND THEIR REPORT

The statutory auditor of CompaAy/s Ajay Paliwal& Co., Chartered Accountants, (FRN No.:

012345C), was appointed for a period of 5 (five) yearlshe report given by the statutory auditor
on the financial statements of the Company is part of the Annual Report. There are no
qualifications, obser vtions or adverse remarks in the Auditors’ Report for the financial year 2022¬
23 which require any clarification/explanation. The Notes on financial statements are self
explanatory, and needs no further explanation. There has been no frauds reported iborsiud
under subsection (12) of section 43 of Companies Act, 20B.

14. COST RECORDS AND AUDIT

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

15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives
as the said provisions are not applicable as per the provisionSeofion B5 of the Companies
Act, 20B.

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

The company hasnotgiven Loansdunig the year under review. NGoiaranteegiven or Securities
provided by the Companyduring theyear under review .

17. 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 SharBolofa IndustrieLimited 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 also been posted on the website
and may be accessed at he link:

http//www.bohraindustries.com/document/CODE%20OF %20PRACTICES%20AND%20PROCE
DURES%20F OR%20F AIR%20DISCLOSURE%20OF %20UNPUBLISHED%20PR E .pdf

18. 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 ther eire 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 equipments: NIL

B. Technology absorption: Since operations of the company artemporally 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 Reseach and Development: NIL

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

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting
the going concern status and Company’s operations in futur e.

20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The disclosures pertaining to remuneration and other details as required under Section 97(2) of
the Companies Act, 20B read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 20)1 is annexed herewith Annexure-1. We further we
confirm that no employee drawing remuneration in excess of the limits as provided in the said
rules.

21. DISCLOSURES REGARDING ESOPs

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

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is presented in a separate
section forming part of this Annual Re paosrAt nnexure-2.

23. DEPOSIT

During the year under review, your Company has not accepted any depOsM n the meaning of
Section 73 and 74 of the Companies Act, 20B, read with the Companies (Acceptance of
Deposits) Rule, 204. There are no outstandingeposits as on 3ht March, 2023

24. SHARE CAPITAL

As a part of the implementation of the Resolution approved by the Hon’ble NCLT under
Section 31 of the Insolvency and Bankruptcy Code, 206, vide its order dated*¹ October, 2021
the following changes have taken place in the share capital of your Company during the year
under review :

Authorised Share Capital

The authorised share capital of your CompauntRs. 2Q000Q000 divided into 2,00,00,000 shares
of Rs. I/- each.

Paid-up Share Capital

Pursuant to the implementation of Resolution Plan as approved by Hon’ble NCLT, Jaipur, Bench
dated B ^th October, 2021 the following changes has occurred in the paiip share capital of the
company during F .Y2022 -23 :

a. The existing equity of the company, comprising of (52,4(0® (One Crore FiftTwo
Lakh F ort-jOne Thousand Thirteen Only) F ully PUplEquity shares of Rs.0/each of
the companywas to be dealt as under :

• Shares belonging to Promoter & Promoter Group: TOTAL WRITTEN OFF

• Shares belonging to General Public: 95% WRITTEN OFF

b. Subsequently, Further Equity Shares to the tu(08,0c|f10 (One Crore Only) Fully
Paid-Up Equity Shares of Rs. -D6ach have been allotted to the successful Resolution
Applicant and consortium constituents as mentioned in Resolution Plan.

c. During the Yearthe Board of Directors of the Company; heir meeting held on 2^th
October, 2022 has allotted 25,64,000 (Twenty Five Lakhs Sixty Four Thousand) equity
shares of Rs. I- each at a price of 45/per Share (including share premium of Rs. 35 per
share) and on Okt November, 2022 has allotted 4,36,000 (Fourteen Lakhs Thirty Six
Thousand) equity shares of Rs. 4t£ach at a price of 4-/per Share (including share
premium of Rs. 35 per share) on preferential basis to Promoter-sP Nmnoters/Public.

Hence, as on March 3 , 22 3, the total paidip share capital of your Company waRs.

4,2 9,7(520 divided into (42, 97,52 equity shares oR s. I/- each fully paidup.

25. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 203 and rules made thereunder,
M/s. B K Sharmand Associates, Company Secretaries was appointed as Secretarial Auditors to
conduct secretarial audit of the company for the financial year-2301The Report of Secretarial
Auditor is annexed with this report Annexure-3. The qualifications, observaibns or adverse
remark or disclaimer is as state dhiei said report.

26. 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.

27. COMPLIANCE OF SECRETARIAL STANDARDS

Your Directors states that they have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such system is adequate and operating
effectively and the applicable eSretarial Standards have been duly complied by your Company.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Sexual Harassment Policy in line with the requ irfmTihte
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 poNy. complaint has been received
and disposed of during the year 203-23.

29. LISTING OF SHARES

The shares of the Company are listed on NSE Main Board for the F inancial YBarm2l22ie
listing fee for the year 20-2(23 has been paid. Howeverlisting fee dr the yeai2C23 -24 is still
pending to be paid.

30. CEO/CFO CERTIFICATION

The Managing Director & CEO and Chief Financial Officer (CFO) have issued certificate
pursuant to the provisions of Regulation7(8) of the Listing Regulations, certifying that the
financial statements do not contain any materially untrue statement and these statements represent
a true and fair view of the Company’s affairs. The said certificate is annexed and forms part of
the Annual Repor t.

31. 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 operatesp esss model of the company
etc. The detail of such familiarization programme is available on the website of the Company
atthe weblink :

http/ /www.bohr aindustries.com/ document/F AM ARLIS AT I ON % 2QP ROGRAMME% 2QF OR% 2
(INDEPEN DENT%2QDIRECT O pdf

32. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following
items as there were no transactf on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise;

b) Issue of shares (including sweat equity shares) to employees of the Company under any
scheme;

c) No fraud was reported by e Auditors to the Audit Committee or Board;

d) The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 206) during the year along with their status as at the end
of the financial year.

33. ACKNOWLEDGEMENT

The results of an organization are great reflective of the efforts put in by the people who work for/
with the company. The Directors fully recognize the contribution made by the employees of the
company and all stakeholders for successful operations ©fcoimpany. The Directors also place
on record their sincere appreciation to Government Authorities, Customers, SuppSSri s,

CDSL, NSDL, Bankers, Business Associates, Shareholders, Auditors, Financial Institutions and
other individuals / bodies for th continued support .

F or and on behalf of the Board of Director s of
Bohra Industries Limited

Krishna Agarwal

DIN: 09402238

(Managing Dir ector)

Place: Udaipur
Date: 08/2/2023