Your Directors have pleasures in submitting their 51st Annual report of the company along with the
Audited Financial Statements for the year ended 31st March, 2024.

FINANCIAL RESULTS:

PERFORMANCE REVIEW/BRIEF OF WORKING DURING THE YEAR:

During the year under review your Company achieved total revenue of Rs. 18,26,71,140/- including
other income. The Company is in line of business to manufacturing of carpets.

DIVIDEND:

In order to conserve the reserve for a sustainable future, your Company do not recommend any
dividend on Equity Shares for the year under review.

RESERVES

The Boards proposed to credit the current year profit to the reserve.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year there have been no changes at the Board level.

DEPOSITS:

During the year, Company has not invited/accepted any deposits from the public under the
Companies Act, 2013.

PARTICULARS OF LOANS. GUARANTESS AND INVESTMENTS:

Details of investments covered under Section 186 of the Companies Act, 2013 ("the Act") will be
produced for verification to the members at the Registered office of the company on their request.

DIRECTORS' RESPONSIBILTY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to
Directors' Responsibility Statement, it is hereby confirmed:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2024 the
applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudent judgments
and estimates were made so as to give a true and fair view of the State of affairs of the
corporation as at the end of March 31, 2024 and of the profit of the Company for the year
ended on that date.

c) Proper and sufficient care to the best of their knowledge and ability for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

d) The Annual Accounts of the Company have been prepared on the ongoing concern basis.

e) That they have laid down internal financial controls commensurate with the size of the
Company and that such financial controls were adequate and were operating effectively.

f) That system to ensure compliance with the provisions of all applicable laws was in place and
was adequate and operating effectively.

HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company neither has any Holding and Subsidiary Company but have Associate Company.
TRANSFER TO INVESTOR'S EDUCATION AND PROTECTION FUND:

During the year under review, the Company was not required to transfer any amount in the
Investor's Education and Protection Fund.

DECLERATION OF INDEPENDENT DIRECTORS':

The Independent Directors have confirmed and declared that they are not disqualified to act as an
Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013
as well as under SEBI (LODR) Regulations, 2015 and the Board is also of the opinion that the
Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them
eligible to act as Independent Directors.

POLICIES ON DIRECTORS' APPOINTMENT & REMUNERATION

The company follows a policy on remuneration of Directors and Senior Management Employees. The
policy is approved by the Nomination and Remuneration Committee and the Board. The policy is
available on the website of the company viz www.bholanath.biz.

EVALUATION OF BOARD OF DIRECTORS':

Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation & Disclosure
Requirement) regulations, 2015, the Nomination and Remuneration Committee of the Board carried
out the annual evaluation of the performance of the Board as a whole, the Directors individually as
well as of various Committees of the Board. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman and non
independent Directors was also carried out by the Independent Directors at their separate meeting.
The Directors expressed their satisfaction with the evaluation process.

AUDITORS' REPORT:

Observations made in the Auditors' Report are self-explanatory and therefore do not call for any
further comments under Section 134(1) of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.Rakesh
Mishra, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2023-
24. The Secretarial Audit Report as received from Mr. Rakesh Mishra is appended to this Report as

Annexure I.

COMM ENTS/EXPLANATIONS/REM ARKS/OBSERVATIONS/QULIFICATION MADE BY

SECRETARIAL AUDITORS:

Mr. Rakesh Mishra, Company Secretary in Practice appointed for Secretarial Audit of your Company,
in his Secretarial Audit Report for financial year 2023-24 have drawn the attention of the
management on some the non-compliances, which have been marked as qualification in his report.
In connection with the same management herewith give the explanation for the same as follows:

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of
its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit

Manual. To maintain its objectivity and independence, the Internal Audit function reports to the
Chairman of the Audit Committee of the Board & to the Director.

It monitors and evaluates the efficacy and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of internal audit function, process owners undertake corrective action

in their respective areas and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee of the
Board.

BOARD MEETINGS:

The Company holds at least four Board meetings in a year, one in each quarter, inter-alia, to review
the financial results of the Company. The Company also holds additional Board Meetings to address
its specific requirements, as and when required. The decisions and urgent matters approved by way
of circular resolutions, if any, are placed and noted at the subsequent Board meeting.

During the financial year 2023-24 Five (5) Board Meetings were convened and held. The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015. For details of the meetings of the board along with the attendance
of the respective Directors, please refer to the Corporate Governance Report forming part of this
Annual Report.

BOARD COMMITTEES:

The Company has a duly constituted Audit Committee as per the provisions of Section 177 of
Companies Act, 2013 and regulation 18 of SEBI (Listing Obligation 8i Disclosure) Requirement
Regulations, 2015 with the stock exchanges. The Board of Directors has constituted two other
committees namely - Nomination and Remuneration Committee and Stakeholders' Relationship
Committee, which enables the Board to deal with specific areas / activities that need a closer review
and to have an appropriate structure to assist in the discharge of their responsibilities.

The details of the composition of the Audit Committee along with that of the other Board committees
and their respective terms of reference are included in the Corporate Governance Report forming
part of this Annual Report.

The Audit Committee and other Board Committees meet at regular intervals and ensure to perform
the duties and functions as entrusted upon them by the Board.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as
prescribed in Form AOC - 2 are appended as Annexure II.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as at
March 31, 2024, in the prescribed form MGT 9, forms part of this report and is annexed as
Annexure III.

POSTAL BALLOT:

No postal Ballot was held during the year 2023-24.

INFORMATION PURSUANT TO SECTION 197fl2) READ WITH RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONEENU RULES. 2014

During the year directors was not received salary except sitting fees for attending the board meeting
paid. Hence, Ratio of remuneration of each director to the median remuneration of the employees of
thp rnmnanvfnr thp vpar 2023-2024 k not availahlp.

Note:

> All appointments are / were non-contractual.

> Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance,
Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash basis

> The median remuneration of employees of the Company during the financial year was not
available.

> There were 18 employees on the rolls of Company as on March 31, 2024.

> As per the Rules, the Company is required to arrive at the median remuneration of the employees
of the Company on financial basis and it is not necessary for the Company to include the details of
employees serving the company below the period of twelve months. Hence, Company considers
only 7 employees out of 18 employees for the purpose of calculation of median remuneration.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
REPORT:

As per SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, a separate section
titled 'Report on Corporate Governance' and 'Management Discussion and Analysis' forming
part of this Annual Report. The Report on Corporate Governance also includes certain disclosures
that are required, as per Companies Act, 2013.

Auditors' Certificate confirming compliance with the conditions of Corporate Governance as stipulated
under regulations of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 also
forms part of this Annual Report.

SHARE CAPITAL

During the year under review, the Company, neither increased nor decreased its Equity.

RISK MANAGEMENT POLICY:

Your Company has formulated and adopted a Risk Management Policy which covers a formalized Risk
Management Structure, along with other aspects of Risk Management i.e. Credit Risk Management,
Operational Risk Management, Market Risk Management and Enterprise Risk Management. The Risk
Management Committee of the Board, on periodic basis, oversees the risk management systems,
processes and minimization procedures of the Company.

HUMAN RESOURCES:

Your Company believes that its employees are one of the most valuable assets of the Company.
During the year under review, the Company organized various training programs at all level to
increase the skill of the employees. The employees are deeply committed to the growth of the
Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing
Obligation & Disclosure Requirement) Regulations, 2015, the Company has adopted a Whistle Blower
Policy, which provides for a vigil mechanism that encourages and supports its Directors and
employees to report instances of unethical behavior, actual or suspected, fraud or violation of the
Company's Code of Conduct or Ethics Policy. It also provides for adequate safeguards against
victimization of persons who use this mechanism and direct access to the Chairman of the Audit
Committee in exceptional cases. The details of the same are provided in Corporate Governance
Report forming part of this Annual Report. The policy is available on the website of the company
www.bholanath.biz

During the financial year 2023-24, no cases under this mechanism were reported in the Company.

POLICY FOR PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:

The Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of
Women at Workplace. The primary objective of the said Policy is to protect the women employees
from sexual harassment at the place of work and also provides for punishment in case of false and
malicious representations. The policy is available on the website of the company www.bholanath.biz

During the financial year 2023-24, no cases in the nature of sexual harassment were reported at any
workplace of the company.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The directors will be introduced to all the Board members and the senior management personnel
such as Chief Financial Officer, Company Secretary and Various Department heads individually to
know their roles in the organization and to understand the information which they may seek from
them while performing their duties as a director.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS & OUTGO:

The information pertaining to energy and technology absorption, foreign exchange earning & outgo
as required under section 134(3) (m) of the Companies Act, 2013 and read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 is Annexure IV.

INDUSTRIAL RELATIONS:

During the year under review, your company enjoyed cordial relationships with workers and
employees at all the levels.

CHIEF EXECUTIVE OFFICER fCEOl AND CHIEF FINANCIAL OFFICER fCFOl CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under SEBI (Listing
Obligation & Disclosure Requirement) Regulations, 2015 and Chief Executive Officer declaration
about the Code of Conduct is Annexed to this Report.

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

There are not significant and material orders passed by the regulators or courts or tribunals that
would impact on going concern of the Company and its future operations during the Financial Year
2023-24.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of the companies Act, 2013 every company shall require to constitute a
corporate social responsibility committee who cross the threshold limit as prescribed under the Act.

So accordingly, these provisions, our company does not fall under the said limit as prescribed. Thus,
your company do not require to constitute the committee during the Financial Year 2023-24.

APPRECIATION &ACKNOWLEDGEMENT:

Your directors wish to place on record their gratitude to the Company's Customers, Bankers and
others for their continued support and faith reposed in the Company. The Board also places on
record its deep appreciation for the dedication and commitment of the employees at all levels. The
Directors would also like to thank BSE Ltd., National Securities Depository Limited, Central
Depository Services (India) Limited, our RTA Mas Services Limited for their co-operation.

BY ORDER OF THE BOARD

For Shri Bholanath Carpets Limited

Sd/- Sd/-

Vivek Baranwal Harish Baranwal

(Director & CFO) (Director)

DIN: 02076746 DIN: 01722061

Place: Varanasi
Date: 02/09/2024