Baroda Extrusion Ltd Directors Report

To,

The Members of Baroda Extrusion Limited

Your directors have the pleasure in presenting the 33^rd Annual Report together with the Audited Financial Statements of Baroda Extrusion Limited ("the Company") and its subsidiaries for the financial year ended on 31.03.2024 with the mission:

(a) To safeguard health, safety and well-being of employees and of the communities around.

(b) To initiate effective measures towards minimum disruption of the operations and thus ensuring smooth business continuity and sustainable growth.

(c) As ever, adversities test every organizations resilience and true strength - At Copper Products, we have been engaged in taking extensive measures to emerge more resilient, post the current crisis by enhancing in- house capabilities.

1. Overview of companys performance:

During the year under review, India once again showcased its resolve and resilience to report healthy economic growth despite the gloom prevailing in the external world; Persistent inflation, political developments and the continuing impact of geopolitical. The governments strong capex disbursals, recovery in auto industrial and agricultural equipment sales, and improving capacity utilisation at a macro level played an essential role in Indias economic progress. The economic Scenario during 2023-24 remained positive & variable.

We have seen a recovery in Copper business, (volume wise) during the second half of FY 22-23 as compared to FY 21-22, as first half had Covid disruptions.

As ever, the executive team at BEL strived to deliver their best in terms of their core strengths i.e. innovation and customer service, be it developing new designs or delivering the products at short notices.

In general, the Copper customer expectations in respect to product thermal efficiency, compact packaging of cooling modules, lower weight targets for saving fuel and increased product reliability, has taken us to newer vistas of business development and achievement.

Our R&D teams have been responding to these challenges through our bespoke engineering approach by continuously improving, testing and proving the efficiency of cooling elements. We have delivered to our customers optimized solutions by use of advanced software tools - which delivers best in class field performance. In EV sector, we have begun participation in product development and supply to selected customers in Cooling as well as in Copper Sealing segments and that includes expanding customer.

The Companys financial performances for the year under review along with previous years figures are given hereunder: (Rs. in Lacs)

Particulars	Year ended on 31-3-2024	Year ended on 31-3-2023
Net Sales & Other Income	12,780.41	13,058.51
Profit before Finance Cost and Depreciation	12,876.34	13,389.77
Less: Finance Costs	2.19	2.06
Less: Depreciation and Amortization expense	11.68	10.47
Profit from Ordinary Activities Before Tax Expenses	(109.80)	(343.79)
Less: Current Tax
Less: Deferred Tax Assets	-	(0.04)
Profit/Loss for the Period	(109.80)	(1.85) (341.90)
(i) Item that will not be reclassified to profit or loss
(i) Item that will be reclassified to profit or loss	(0.91)	3.75
Total Other Comprehensive Income	-	(0.94)
	(110.71)	(339.09)

For the financial year ended 31st March, 2024, your Company has reported standalone revenue from operations of Rs. 12,780.41 Lakhs and Net Loss of Rs. 110.71 Lakhs as compared to previous financial year 2022-23s revenue from operations of Rs. 13,058.51 Lakhs and Net Loss of Rs. 339.09 Lakhs.

3. Dividend:

No Dividend was declared for the current financial year taking into consideration certain future expansion plans / or losses ?.

4. Transfer to Reserves:

Considering the losses, there is no amount to be transferred to reserve for the year under review.

5. Management Discussion and Analysis:

The Report on Managements Discussion and Analysis as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") forms part of this report as per ANNEXURE "A".

6. Corporate Social Responsibility:

In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the CSR Policy is not applicable to the company.

7. Conservation of Energy, Technology Absorption and Foreign exchange:

In accordance with the provisions of Section 134(3) (m) of the Act, read with Rule 8 of The Companies (Accounts) Rules, 2014, the relevant information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed as per ANNEXURE "B" to this Report.

8. Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors Responsibility Statement the Company confirms that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The directors had 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 profit and loss 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The directors had prepared the annual accounts on a "going concern basis"; and

v) The directors of the company had tried to lay down internal financial controls to be followed by the company to achieve adequacy and effectiveness in such internal financial controls for the coming financial year.

. vi)The Directors had tried to devise proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. Material changes and Commitments:

Your Directors are of the opinion that there are no material changes and commitments affecting financial position of the Company which have occurred between end of financial year of the Company and the date of this report.

10. Consolidated Financial Statements:

Pursuant to the applicable provisions of the Companies Act, 2013 read with the rules issued there under, Consolidated Financial Statements is not applicable to the Company.

11. Extract of Annual Return:

A copy of the Annual Return as required under section 92(3) and Section 134(3)(a) of the Companies Act, 2013 has been placed on the website of the Company. The web-link as required under the act is as under https://www.barodaextrusion.com/ financial-result.

12. Directors and Key Managerial Personnel:

STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS

Your directors are of the opinion that Independent Directors of the Company are of high integrity, suitable expertise and experience (including proficiency). The Independent Directors have given declaration under sub section (6) of Section 149 of the Act. The tenure of Independent Directors is in compliance of provisions of Section 149(10).

12.1 Performance Evaluation:

Pursuant to the provisions of the Act and LODR, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its requisite Committees.

The evaluation has been carried out with a well-structured questionnaires taking into consideration various aspects and roles of the Board and its Committees such as knowledge, skills, conduct, integrity, contribution in setting up and achieving goals etc. The Board of Directors expressed their satisfaction with the evaluation process.

12.2 Policy on Directors Nomination, Appointment and Remuneration:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy in relation to remuneration of Directors. The policy also laid down the criteria for selection and appointment of Directors, Senior Management and their remuneration. The detailed Remuneration Policy is stated in the Corporate Governance Report.

The details regarding the composition and Role of Nomination and Remuneration Committee are provided in the report on Corporate Governance and forms part of this report.

12.3 Disclosure of Remuneration paid to Directors:

The details of remuneration paid to the Directors is given in the Report on Corporate Governance.

12.4 Change in Directors/KMP:

In accordance with the provisions of the Act and rules made there under Mr. Parasmal Kanugo (DIN: 09151194) retires by rotation at the 33rd Annual General Meeting and being eligible offers himself for re-appointment.

13. Number of Meetings of the Board of Directors:

Total Four (4) meetings of the Board of Directors were held during the financial year under review. The details of the meetings of the Board and its Committees held during the year under review are stated in the Corporate Governance Report, which forms part of this report.

14. Audit Committee:

The details regarding the Composition, power and role of Audit Committee are provided in Report on Corporate Governance and forms part of this report.

15. Vigil Mechanism / Whistle Blower Policy:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment. A Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail the mechanism and also provides for direct access to the Chairman of the Company / Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism / Whistle Blower Policy are available on Companys website at - https: / / www.barodaextrusion.com/policies.

16. Risk Management Policy of the Company:

The Company is not required to constitute risk management committee as provided in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. However, the Company has in place an internal Risk Management Policy to monitor the risk plans of the Company and ensure its effectiveness. The Audit Committee has additional oversight in the area of financial risks.

17. Corporate Governance:

Pursuant to LODR, the Report on Corporate Governance forms an integral part of this Report. The requisite certificate confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance.

18. Internal Financial Controls and Their Adequacy

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposal. The internal control systems are supplemented by an extensive program of internal audits, review by management guidelines & procedures. However, the Statutory auditors of the Company have reserved their opinion on the Internal Financial Controls with reference to the Financial Statements considering missing components of internal controls as provided in the Guidance Note of ICAI. The management is set to improve and put in place the missing controls to ensure proper compliance.

Companys control systems are time tested, documented and recognized under ISO Certification. On the financial side, periodic audits by Internal Auditors and External Auditors provide a means whereby identification of areas of improvement and corrective measures are taken whenever applicable.

19. Auditors:

19.1 Statutory Auditors:

M/ s. Maloo Bhatt & Co., Vadodara (Firm Registration No. 129572W ), are proposed to be appointed as Statutory Auditors of the Company for a term of Five consecutive years from conclusion of the ensuing 33^rd Annual General Meeting to be held on 30^th September, 2024 till the conclusion of 38th Annual General Meeting. The Auditors have conveyed their confirmation about their eligibility to continue as Statutory Auditors of the Company.

-EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDIT OR AND PRACTICING COMPANY SECRETARY OR COST AUDITOR IN THEIR REPORTS

The current Statutory Auditors of the company have raised the following qualifications in their report.

1) Due to the various litigations and cross litigations between the Company and the Lender SICOM Ltd (SICOM), the Company has not accounted for the interest liability, for the past many years and for the year ended March 31, 2024, on outstanding dues payable to SICOM. Further, as stated in the said Note, in view of the various demands raised by the Company and on the Company, the interest liability to be accounted for in the books of accounts is not ascertainable.

Management Response:

Basis the internal assessment with respect to ongoing litigation, there will be no interest liability on the outstanding balance of the lendor SICOM Limited and therefore the interest liability to be accounted for in the books of accounts is not ascertainable.

2) As stated in Note 5 of the Financial Statement, the Company has not de-recognized the Deferred Tax Assets (DTA) amounting to Rs. 512.43 Lakhs as appearing in its books of accounts as at March 31, 2024 for the reason stated in the said note. Considering the losses incurred by the Company and since the net worth of the Company is eroded, there is no reasonable certainty that there will future taxable profit, such continuation of recognition of DTA has led to departure in terms of the requirements of Ind AS 12 Income Taxes. Had the Company de-recognized the DTA as at March 31, 2024, loss for the year ended March 31, 2024 would have been higher by Rs. 512.43 Lakhs?

Management Response:

The Company is carrying deferred tax asset aggregating to Rs. 512.43 lakhs. Management Is reasonably certain that the Compdily will earn sufficient taxable profit in future to utilise the Deferred Tax Asset. In view of the various demands raised by the Company on the lender and on the Company by the lenders for many years along evidentiary proof of continuous failer of the auction

intiated by the lelder to sale the mortgaged properties to recover the dues, the company is confident that the amount claimed by the lender of Rs 130.37 Crores as an outstanding will be significantly low vis a vis their unsupported claim. The Management believes that outcome of the pending litigations with the lender will be in the favour of the Company. The Company has prepared business projections for next 3 years taking into consideration the global demand of the

Copper market, certain strategic changes implemented by the management to resolve key issues like capacity utilization, find1ng high margin buyers etc. Basis on such business projections, as aforesaid, the Company is expected to reverse losses and report profits in future years. Once litigation concludes, the Company has the ability to generate sufficient profit which will enable the Company to utilize deferred tax easily. Accordingly, no adjustment is currently considered necessary by the management to the amount of deferred tax recognized in the books of accounts.

3) The Company has not provided for any interest liability, for the past many years and for the quarter and year ended March 31, 2024, on outstanding dues payable to SICOM Ltd. The Company has filed litigation against the SICOM Limited. Pending outcome of litigation, the interest liability to be accounted for in the books of account is not ascertainable.

Management Response:

Basis the internal assessment with respect to ongoing litigation and hopeful to the Settlement with the new assignee of the debts as aforesaid, there will be no further interest liability on the outstanding balance of the lender SICOM Limited and therefore the interest liability to be accounted for in the books of accounts is not ascertainable.

There were no other qualifications, reservations or adverse remarks made either by the Practicing Company Secretary or Cost Auditor in the irrespective reports for financial year ending March 31, 2024.

19.2 Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,The Company has appointed M/ s. Swati Bhatt & Co., Practising Company Secretaries (C P No. 8004) as the Secretarial Auditors for the financial year 2023-24.There is no qualification or adverse remark in their report. The Report of the Secretarial Auditor is annexed herewith as ANNEXURE "D.

19.3 Internal Auditors:

Pursuant to provisions of section 138(1) of the Companies Act, 2013, the Company has appointed M/s Surti & Talati, Chartered Accountants (ICAI Firm Registration no. 114924W), as internal auditors of the Company, to undertake the Internal Audit of the Company from FY 2024-25.

19.4 Cost Auditor:

M/ s. Divyesh Vagadiya & Associates, Cost Accountants (Firm Registration No.102628) have been appointed to conduct Cost Audit of the Company for the year ending 31 March, 2025. The Company has made and maintained the cost records as specified by the Central Government under Section 148(1) of the Act.

20. Particulars Regarding Employees Remuneration:

Disclosure pertaining to the remuneration and details as required under Section 197(12) of the Act, and the Rules framed there under is enclosed as "ANNEXURE " C" to the Directors Report. The information in respect of employees of the company required pursuant to rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and other entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

21. Particulars of Contracts or arrangements made with Related Parties:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read with Regulation 23 of the SEBI, (Listing Obligations And Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

There were no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All other Related Party Transactions are placed before the Audit Committee and also the Board for approval. The policy on materiality of related party transactions and dealing with related party transactions is uploaded on the Companys website https: / / www.barodaextrusion.com.

22. Particulars of Loans, Guarantees or Investments Made Under Section 186 of the Companies Act, 2013:

During the year under review, the company has not provided loans, Guarantees or investments in compliance with the provision of section 186 of the Companies Act, 2013.

23. Instances of Fraud, if any, reported by the Auditors:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 and rules thereunder either to the company or the Central Government.

24. Share Capital:

As on 31st March, 2024, the paid up equity share capital of your Company was Rs. 14.90 crores. During the year under review, there was no change in the share capital of the company. The Company has not issued or allotted any shares.

25. Change in Capital Structure:

During the year under review, the Company has not issued any Equity Share with differential rights, Employees Stock Options and Sweat Equity Share. Hence, details as per applicable rules of the Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

26. Deposit:

The Company has neither accepted nor renewed any deposits during the year under review.

27. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Work Place:

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2023-24. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

- No. of Complaints Received - Nil

- No. of Complaints Disposed off - Nil

28. Insurance:

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

29. Industrial Relations:

Overall industrial relations continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

30. Familiarization Programmes:

The Company has adopted a familiarization policy for independent directors. The policy as well as the details with regard to no. of hours and details of imparting the training to the independent directors of the Company are available on the Companys website www.barodaextrusion.com.

31. Insider Trading Policy:

As required under the Insider Trading Policy Regulations of SEBI and amendments thereto, your Directors have framed Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider as well as Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The same is also posted on the website of the Company at https: / /www.barodaextrusion.com/Policy. During the previous year, the insider trading policy was revised, reviewed and adopted by Audit Committee and Board as well.

32. Code of Conduct:

TheBoardofDirectorshaslaiddownaCodeofConductapplicabletotheBoardofDirectorsandSeniormanag ement which is available on Companys website at link https://www.barodaextrusion.com/investors/policies. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

33. Nomination and Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The policy is available on website of the Company at link -

https://www.barodaextrusion.com/ investors/policies/NOMINATION%20AND%20REMUNERA TION%20COMMITTEE.pdf.

34. Human Resources:

Many initiatives have been taken to support business through organizational efficiency and various employee engagement programmes which have helped the Organization to achieve higher productivity levels.

Significant efforts have also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

The Companys HR processes such as hiring, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process and market aligned policies have been seen as benchmark practices in the Industry.

35. Compliance with all Secretarial Standards:

The Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS- 1) and General Meetings (SS-2) and other applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government from time to time.

36. Proceedings Pending under the Insolvency and Bankruptcy Code:

There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year.

37. Listing:

The Equity shares of the Company continue to remain listed on BSE Limited and. The annual listing fees for the F.Y. 2024-25 has been paid to the Stock Exchange.

38. Disclosure in respect of Cost Records:

The Company has maintained the cost accounts and records respectively, as required under provisions of the Companies Act, 2013.

39. Acknowledgement:

Your Directors wish to convey their gratitude and place on record their deep appreciation for the co-operation and continued support received by the Company from Government, Customers, Shareholders, Vendors, Bankers and all other Stake Holders, as well as Employees at all levels during the year.

For and on behalf of Board of Directors

	Parasmal Kanugo
Date: 29thAugust, 2024	Chairman& Managing Director
Place: Vadodara	DIN: 00920021