To,
The Members,
Your Board of Directors (Board) is pleased to present the 11th Annual Report of M/s. Bombay Metrics Supply Chain Limited (the Company or Bombay Metrics) along with the Audited financial statements for the financial year ended 31st March, 2026.
The Financial performance of your Company for the financial year ended March 31, 2026 is summarized below:
in lakh
| Particulars | Standalone year ended 31.03.2026 | Standalone year ended 31.03.2025 | Consolidated year ended 31.03.2026 | Consolidated year ended 31.03.2015 |
| Revenue From Operations | 9,123.77 | 9,972.72 | 9,263.19 | 10,147.48 |
| Other Income | 109.29 | 125.17 | 109.23 | 124.99 |
| Total Income | 9,233.06 | 10,097.89 | 9,372.42 | 10,272.46 |
| Total Expenses | 9,016.90 | 9,507.96 | 9,146.08 | 9,664.83 |
| Profit /(Loss) Before Tax and Exceptional Items | 216.17 | 589.92 | 226.35 | 607.63 |
| Exceptional Item | - | - | - | - |
| Profit/(Loss) Before Tax | 216.17 | 589.92 | 226.35 | 607.63 |
| Less: Provision For Tax | - | - | - | - |
| - Current Tax | 62 | 168 | 62 | 168 |
| - Deferred Tax Liabilities/(Assets) | (1.21) | (8.90) | (1.61) | (8.90) |
| - Short provision tax | 0.59 | (1.47) | 0.59 | (1.47) |
| Net Profit/(Loss) After Tax | 154.79 | 432.30 | 165.36 | 450.01 |
| Earning Per Shares (Amount in \u20b9) | - | - | - | - |
| Basic | 1.26 | 3.51 | 1.34 | 3.66 |
| Diluted | 1.23 | 3.51 | 1.32 | 3.66 |
| Basic Restated | - | - | - | - |
Revenue - Consolidated
Your Companys revenue from operations on consolidated basis stood at ?9,263.19 (In lakh) in the financial year 2025-26 from ?10,147.48 (In lakh) in the financial year 2024-25, registering a decline of 8.71% compared to the previous financial year.
Revenue - Standalone
Your Companys revenue from operations on standalone basis stood at ?9,123.77 (In lakh) in the financial year 2025-26 from ?9,972.72 (In lakh) in the financial year 2024-25, registering a decline of 8.51% compared to the previous financial year.
Profits - Consolidated
The Net Profit after tax during the FY. 2025-26 was ?165.36 (In lakh) as compared to ?450.01 (In lakh) during FY. 2024-25, a decrease of 63.25%.
Profits - Standalone
The Net Profit after tax during the FY. 2025-26 was ?154.79 (In lakh) as compared to ?432.30 (In lakh) during FY. 2024-25, a decrease of 64.19%.
Your directors are hopeful and committed to improving the profitability of the Company in the coming year. The Directors are mainly aiming to achieve this by the provision of quality services, wide spreading its services, the addition of new services into its portfolio, and capitalizing on the opportunities provided by the industry and the market.
Ms. Ankita Ramesh Solanki has resigned from the position of Chief Financial Officer of the Company effective from closing of business hours on June 14, 2025.
Mr. Hirshikesh Patwa was appointed as the Chief Financial Officer of the Company with effect from November 14, 2025.
During the year under review, Mr. Nipul Hirji Keniya (DIN: 03087659) was re-appointed as the Managing Director of the Company at the Annual General Meeting held on September 25, 2025, for a tenure of five (5) consecutive years, effective from May 24, 2026, to May 23, 2031.
Based on the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on March 11, 2026, has recommended the following for approval of the members at the 11th Annual General Meeting of the Company:
Re-Appointment of Mr. Hiten Sanmukhlal Shah (DIN: 02185059) as an Independent Director for a Second Term of 5 (Five) Consecutive Years with effect from 24th May, 2026 on such terms and conditions mentioned in the notice of the AGM accompanying this report. His existing tenure as the Independent Director of the Company as per earlier approval of the members, expired on 23rd May, 2026.
Re-Appointment of Mr. Prateek Jaju (DIN: 10163582) as an Independent Director for a Second Term of 5 (Five) Consecutive Years with effect from 22nd May, 2026 on such terms and conditions mentioned in the notice of the AGM accompanying this report. His existing tenure as the Independent Director of the Company as per earlier approval of the members, expired on 21st May, 2026.
Re-Appointment of Mr. Bhavin Gopal Gandhi (DIN: 06489462) as an Independent Director for a Second Term of 5 (Five) Consecutive Years with effect from 24th May, 2026 on such terms and conditions mentioned in the notice of the AGM accompanying this report. His existing tenure as the Independent Director of the Company as per earlier approval of the members, expired on 23rd May, 2026.
Re-Appointment of Mr. Vivek Shreevallabh Vyas (DIN: 09157577) as an Independent Director for a Second Term of 5 (Five) Consecutive Years with effect from 24th May, 2026 on such terms and conditions mentioned in the notice of the AGM accompanying this report. His existing tenure as the Independent Director of the Company as per earlier approval of the members, expired on 23rd May, 2026.
Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose profile of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Sahil Hite Shah (DIN: 09040907) and Mr. Nipul Hirji Keniya (DIN: 03087659) are retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.
Allotment of 4,68,000 (Four lakh Sixty Eight Thousand) Warrants Convertible into Equity Shares of the Company on Preferential basis to Promoter/Promoter Group:
During the year under review, the Company has allotted on preferential basis, 4,68,000 warrants, each convertible into, one equity share of face value of ?10/- each (Warrants) at an issue price including the warrant subscription price at the rate of ?11.8125/- per warrant (Warrant Subscription Price) and the warrant exercise price at the rate of ?35.4375/- per warrant (Warrant Exercise Price) of ?47.25/- (Rupees Forty-seven and Twenty-five Paisa Only) (Warrant Exercise Price) aggregating to ?2,21,13,000/- (Rupees Two Crore Twenty One lakh Thirteen Thousand Only) to promoter and Promoter Group.
The Members of the Company approved Bombay Metrics Supply Chain Limited Employees Stock Option Scheme 2025 (ESOP Scheme 2025) and related matters on September 25, 2025 at the 10th Annual General Meeting of the Company. Your Company has received the In-principle approval from National Stock Exchange of India Limited (NSE).
During the reporting period, the Nomination and Remuneration Committee of the Company in its meeting held on November 14, 2025 approved the first grant of 5,25,170 (Five lakh Twenty-Five Thousand One Hundred and Seventy) stock options in aggregate having face value ?10 each to the eligible employees under ESOP Scheme 2025. The said options are yet to be vested and exercised as on the date of this report. In view of this, there has been no change in the share capital of the Company during the financial year under the review.
The disclosure pertaining to the details of Bombay Metrics Supply Chain Limited Employees Stock Option Scheme 2025 (ESOP Scheme 2025) are provided in Annexure E and forms part of this Annual Report. The said disclosure is displayed on the website of the Company under the tab Details of Employees Stock Option at https://bombaymetrics.com/investor-corner/
The Company has received a certificate from Mr. Shiv Hari Jalan, Proprietor of Shiv Hari Jalan & Co., Practicing Company Secretaries that ESCP Scheme 2025 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (as amended) (SEBI SBE Regulations) and the resolutions passed by the Members in the General meeting. The certificate will be placed at the ensuing AGM for inspection by the Members of the Company.
There are no material changes between the periods from the end of the financial year to the date of the report of the Board.
As per the Nomination & Remuneration Policy of the Company (Policy), the Nomination and Remuneration Committee inter alia recommends the appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. The Policy lays down the criteria for such appointments and the framework in relation to remuneration of Directors including Managerial Personnel, KMPs and employees of the Company. The Nomination & Remuneration Committee oversees the matter of remuneration to the Executive Directors, KMPs and Senior Management Personnel and recommends to the Board, revision, if any, in the remuneration of the said Directors / Personnel subject to limits as may be approved by the Members.
The Nomination and Remuneration Policy may be accessed on the website of the Company at www.bombaymetrics.com .
The Board affirms that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
There was no change in the nature of business of your Company during the year under review affecting the financial position of the Company.
Your directors are pleased to recommend final dividend of ?0.10/- (Rupee Ten Paise Only) per Equity Share having face value of ?10/- each for the financial year 2025-26.
The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those Members/ Beneficial holders as on record date fixed for the said purpose.
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), top one thousand listed entities based on market capitalization shall formulate a dividend distribution policy. The Company is outside the purview of top one thousand listed entities. In view of this formulation of a dividend distribution policy is not applicable to the Company.
Authorised Share Capital:
As at March 31, 2026, the Authorised Share Capital of the Company is ?25,00,00,000 divided into 2,50,00,000 Equity shares of ?10 each.
Issued, subscribed and Paid Up Share Capital:
The Issued, subscribed and paid-up Equity Share Capital as on March 31, 2026 is ?8,12,53,200 comprising of 81,25,320 Equity Shares of ?10/- each.
During the year under review the Board of Directors of your Company has decided not to transfer any amount to General reserves and the closing balance of profit and loss account of the Company as at 31st March, 2026, after all appropriation and adjustments, was ?804.12/- (? In lakh).
Pursuant to the provisions of Sections 124, 125 and other applicable provisions, if any, of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (hereinafter referred to as IEPF Rules), the amount of dividend remaining unpaid/unclaimed for a period of seven years from the date of transfer to the unpaid dividend account, is required to be transferred to the Investor Education and Protection Fund (the IEPF). The IEPF Rules mandate Companies to transfer shares of Members whose dividends remain unpaid / unclaimed for a continuous period of seven years to the demat account of IEPF Authority.
The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the Companys website i.e. www.bombaymetrics.com .
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the compliance with the Corporate Governance provisions shall not apply to the following classes of listed entities:
a) Listed entities having paid-up equity share capital not exceeding ?10 crore and net worth not exceeding ?25 crore, as on the last day of the previous financial year;
b) Listed entities which have listed their specified securities on the SME Exchange.
Since our Company has listed its specified securities on the SME Exchange, it falls within the scope of the exemption provided under clause (b) above. Accordingly, the provisions relating to Corporate Governance are not applicable to the Company, and therefore, the Corporate Governance Report does not form part of the Annual Report for the financial year 2025-2026.
As per the provisions of Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, notified vide Notification No. G.S.R. 111(E) dated February 16, 2015, companies whose shares are listed on the SME exchange, as referred to in Chapter XB of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the mandatory adoption of Ind AS.
Since your Company is listed on the SME Platform of NSE Limited, it falls under the exempted category and is not required to comply with Ind AS for the preparation of its financial statements.
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the Company is disqualified under the provisions of the Companies Act, 2013 (Act) or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
The Board of Directors of the Company, at present, comprises of 8 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of one Managing Director, Three Non-Executive Director and Four Independent Non-Executive Directors.
The details are as below:-
| Name | DIN | Designation |
| Nipul Hirji Keniya | 03087659 | Managing Director |
| Hiten Talakhand Shah | 03126641 | Non \u2013 Executive Director |
| Heena Hiten Shah | 07226268 | Non \u2013 Executive Director |
| Sahil Hiten Shah | 09640907 | Non \u2013 Executive Director and Chairman |
| Hiten Sanmukhlal Shah | 02185059 | Independent Director |
| Bhavin Gopal Gandhi | 06489462 | Independent Director |
| Vivek Shreevallabh Vyas | 09157577 | Independent Director |
| Prateek Rajendra Jaju | 10163582 | Independent Director |
The NRC identifies and ascertains the integrity, professional qualification, areas of expertise and experience of the person, who is proposed to be appointed as a director and appropriate recommendation is made to the Board with respect to his / her appointment to maintain balance, ensure effective functioning of the Board and ensure orderly succession planning. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.
During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:-
a) In the preparation of the Annual Accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) Such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and 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 as at 31st March, 2026 and of the profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for 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 for the year ended 31st March, 2026 have been prepared on a going concern basis;
e) Directors has laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;
f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
M/s. Rajendra & Co., Chartered Accountants, (Firm Registration Number: 108355W), were re-appointed as statutory auditors for a period of (5) five consecutive years at the 06th Annual General Meeting (AGM) of the Company held on 12th July, 2021 to hold office from the conclusion of the said Meeting till the conclusion of the 11th AGM to be held in the year 2026.
Your Board recommends the appointment of M/s. D K P & Associates, Chartered Accountants, (Firm Registration No. 126305W), as Statutory Auditors of the Company for a period of 5 years from the conclusion of this AGM till the conclusion of the 16th AGM to be held in the year 2031, in place of retiring auditors viz. M/s. Rajendra & Co., Chartered Accountants, on such remuneration as shall be fixed by the Board of Directors of the Company. The Company has received letter from the M/s. D K P & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limit under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified from the appointment.
Auditors Report:
The Auditors Report to the Members on the financial statements of the Company for the year ended March 31, 2026 forms a part of the Annual Report and the Auditors Report does not contain any qualification, reservation or adverse remark. ii) Secretarial Auditor:
As per Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended, the Company has appointed M/s. Shiv Hari Jalan & Co, Practicing Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company for the financial year 2025-26.
Secretarial Audit Report:
As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2025-26 is given by Mr. Shiv Hari Jalan, Proprietor of M/s. Shiv Hari Jalan & Co, practicing Company Secretary for auditing the Secretarial and related records is attached herewith as Annexure A to the Boards Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. iii) Cost Auditor:
Appointment of cost auditors is not applicable to company.
20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
M/s. Baker Tilly ASA India LLP, Chartered Accountants, Mumbai is appointed as the Internal Auditors of the company for the Financial Year 2025-26. Based on the report of Internal Audit function, corrective action is undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
21. Declaration by an Independent Director(s):
The declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.
The Independent Directors of your Company have registered on the Independent Directors Databank pursuant to the provisions of Section 149 of the Companies Act, 2013 and the applicable rules thereunder. The Independent Directors as on March 31, 2026, have informed the Company that they have either claimed exemption or passed the online proficiency test prescribed under the Act.
22. SEBI Complaints Redress System (SCORES):
The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2025-26.
23. Details of the Complaint Received/Solved/Pending during the year:
| Complaints | Complaints | Complaints | ||
| Sr. No. | Nature of Complaint | |||
| Received | solved | pending | ||
| 1. | Non-receipt of shares certificate after transfer etc. | Nil | Nil | Nil |
| 2. | Non-receipt of dividend warrants | Nil | Nil | Nil |
| 3. | Query regarding demat credit | Nil | Nil | Nil |
| 4. | Others | Nil | Nil | Nil |
| Total | Nil | Nil | Nil |
24. Evaluation of Board, Its Committee, and Individual Directors:
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provision of the Act and SEBI Listing Regulations.
The Performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria are broadly based on the Guideline Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.
In a separate meeting of independent directors, the performance of non- independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and non- executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and inputs in meetings etc.
The Performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out include participation and contribution by a director, commitment, effective development of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.
25. Board & Committee Meetings:
The Board meets at regular intervals to discuss and decide on Companys business policy and strategy apart from other Board business. The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board/ Committee meetings is circulated to all the Directors as per the Provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
a) Board Meeting and Attendance:
During the financial year 2025-26, Four (4) Board Meetings were held on May 23, 2025, August 29, 2025, November 14, 2025 and March 11, 2026 and the gap between two Board Meetings did not exceeds limit as required under the Companies Act, 2013 & Circulars made thereunder.
| Name | Category | No of Meeting entitled to attend | No of Board Meetings attended during the year 2025-26 | Whether attended last AGM held on September 25, 2025 |
| Mr. Nipul Hirji Keniya | Promoter and Managing Director | 4 | 4 | Yes |
| Mr. Hiten Talakchand Shah | Promoter and Non-Executive Director | 4 | 3 | Yes |
| Mrs. Heena Hiten Shah | Promoter and Non-Executive Director | 4 | 4 | Yes |
| Mr. Sahil Hiten Shah | Promoter and Non-Executive Director | 4 | 3 | Yes |
| Mr. Hiten Sanmukhal Shah | Non - Executive Independent Director | 4 | 3 | Yes |
| Mr. Vivek Shreevallabh Vyas | Non - Executive Independent Director | 4 | 4 | Yes |
| Mr. Bhavin Gopal Gandhi | Non - Executive Independent Director | 4 | 4 | Yes |
| Mr. Prateek Jaju | Non - Executive Independent Director | 4 | 3 | Yes |
During the Financial Year 2025-26, total Four (4) Audit Committee Meetings were held on May 23, 2025, August 29, 2025, November 14, 2025 and March 11, 2026.
The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc.
The composition of the Audit Committee as on March 31, 2026 along with the details of the meetings held and attended during the aforesaid period, is detailed below:
| Name of the Member | Designation | No of Meeting entitled to attend | No of Meeting attended |
| Mr. Prateek Jaju | Chairman | 4 | 3 |
| Mr. Hiten Sanmukhal Shah | Member | 4 | 4 |
| Mr. Vivek Shreevallabh Vyas | Member | 4 | 4 |
| Mr. Nipul Hirji Keniya | Member | 4 | 4 |
The Company Secretary of the Company acts as Secretary of the Committee.
During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.
During the Financial Year 2025-26, Three (3) Nomination & Remuneration Committee Meeting was held on August 29, 2025, November 14, 2025 and March 11, 2026.
The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.
The composition of the Nomination & Remuneration Committee as on March 31, 2026 along with the details of the meetings held and attended during the aforesaid period, is detailed below:
| Name of the Member | Designation | No of Meeting entitled to attend | No of Meeting attended |
| Mr. Hiten Sanmukhal Shah | Chairman | 3 | 2 |
| Mr. Vivek Shreevallabh Vyas | Member | 3 | 3 |
| Mr. Bhavin Gopal Gandhi | Member | 3 | 3 |
The Company Secretary of the Company act as Secretary of the Committee.
The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a director.
During the Financial Year 2025-26, One (1) Stakeholders Relationship Committee Meeting was held on March 11, 2026.
The Company has duly constituted Stakeholders Relationship Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.
The composition of the Stakeholders Relationship Committee as on March 31, 2026 along with the details of the meetings held and attended during the aforesaid period, is detailed below:
| Name of the Member | Designation | No of Meeting entitled to attend | No of Meeting attended |
| Mr. Vivek Shreevallabh Vyas | Chairman | 1 | 1 |
| Mr. Hiten Sanmukhal Shah | Member | 1 | 1 |
| Mr. Bhavin Gopal Gandhi | Member | 1 | 1 |
The Company Secretary of the Company act as Secretary of the Committee.
The Independent Directors met during the financial year without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.
During the Financial Year 2025-26, One (1) Independent Directors Committee Meeting was held on March 11, 2026.
The attendance at the Meeting is as under:
| Name of the Member | No of Meeting entitled to attend | No of Meeting attended |
| Mr. Vivek Shreevallabh Vyas | 1 | 1 |
| Mr. Hiten Sanmukhal Shah | 1 | 1 |
| Mr. Bhavin Gopal Gandhi | 1 | 1 |
| Mr. Prateek Jaju | 1 | 0 |
The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of The Companies (Accounts) Rules, 2014, is as below:
| Particulars | FY 2025-26 | FY 2024-25 |
| Conservation of Energy, Technology Absorption | Nil | Nil |
| Foreign Exchange Earnings | \u20b9 7,138.11 | \u20b9 9,333.88 |
| Foreign Exchange Expenditure | \u20b9 0.41 | \u20b9 4.71 |
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 arms length basis. These transactions with related parties during the financial year 2025-26 were material within the meaning and scope of Section 188 of Companies Act, 2013. Materiality w.r.t Transactions with Related Parties: The Transactions with Related Parties, if any are identified as material based on policy of materiality defined by Board of Directors. Any transaction which is likely to exceed/ exceeds 10% of previous years turnover of the Company during the current financial year is considered as Material by the Board of Directors. Thus, the information pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is attached herewith as Annexure B to the Boards Report.
Your Company had adopted Whistle Blower Policy / Vigil Mechanism Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014.
The Company has also provided adequate safeguards against victimization of Employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of Companys employees and the Company. The Vigil Mechanism Policy is available on Companys website at https://bombaymetrics.com/policies/ .
The Annual Report on Corporate Social Responsibility (CSR) activities/project is provided in Annexure F and the report along with all the details thereto, forms an integral part of this report.
The CSR Policy of the Company intends to focus on certain projects which include initiatives in the field of education, skill development, health care, sanitation, safe drinking water, environment sustainability, women empowerment and rural development which will inter alia enable creation of a sustainable livelihood to the society and better human capital. The CSR Policy covers the potential CSR activities in line with the provision of Section 135 of the Companies Act, 2013 (as amended) and Schedule VII thereto.
The Corporate Social Responsibility Policy may be accessed on the Companys website at https://bombaymetrics.com/policies/ .
During the year under review, there were no significant and material orders passed by the regulators or courts or Tribunals impacting the going concern status and its future operations.
The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Companys business and document their process of risk identification, risk minimization, risk optimization as a part of a Risk Management Policy strategy.
The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary. Details of the Risk management Policy have been uploaded on the website of the Company.
The details of Loans and Investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended), for the FY. 2025-26 are given in the financial statements. Your Company has not provided any guarantee or security under Section 186 of the Act during the year under review.
Sr. No. Particulars
| 1 | Number of Complaints filed during the financial year | Nil |
| 2 | Number of Complaints disposed of during the financial year | Nil |
| 3 | Number of Complaints pending for more than ninety days | Nil |
During the year under review, the Company remains fully compliant with the provisions of the Maternity Benefit Act, 1961 and is committed to ensuring adherence to all applicable labour laws and regulations.
Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market capitalization shall provide Business Responsibility and Sustainability Report. The Company is outside the purview of top one thousand listed entities. In view of this Business Responsibility and Sustainability Report is not applicable.
Your Company has in place a Code of Conduct for Prohibition of Insider, which lays down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on their own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information. The aforementioned amended Code, as amended, is available on the website of the Company.
The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company hereby discloses the following details for the financial year 2025-26:
| Number | Nil | Nil | Nil | Nil | nil |
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2026 is available on the website of the Company at www.bombaymetrics.com .
The Company confirms that it has paid the Annual Listing Fees for the year 2026-27 to NSE Ltd where the Companys Shares are listed.
The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.
In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached.
Your Company has established well defined familiarization and induction program. Further, at the time of the appointment of an Independent Director, the Company issues a Letter of appointment outlining his / her role, function, duties and responsibilities.
The Company or the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company has not entered into agreements among themselves or with a third party, or solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.
In accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the Act), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2025-26, together with the Auditors Report, form part of this Annual Report. A statement containing the salient features of the Companys subsidiaries, associate and joint venture Company in the prescribed Form AOC-1 is attached as an Annexure C.
During the financial year following Companies became / ceased to be Companys Subsidiaries, Joint Ventures or Associate Companies:
Companies which have become Sr. subsidiaries, Joint Ventures or Associate No. Companies during the financial year 2025-26:
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure D.
During the Financial Year 2025-26, the Company allotted 4,68,000 warrants, each convertible into one equity share of the Company having a face value of ? 10/- each (Warrants), at an issue price of ? 47.25/- (Rupees Forty-seven and Twenty-five Paisa Only) per warrant, comprising a warrant subscription price of ? 11.8125/- per warrant and a warrant exercise price of ? 35.4375/- per warrant, aggregating to ? 2,13,000/- (Rupees Two Crore Twenty-one Lakhs Thirteen Thousand Only), to the Promoter and Promoter Group on a preferential basis on October 16, 2025.
Pursuant to the provisions of Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has utilized the funds raised through the preferential allotment for the objects stated in the notice seeking the approval of the members, namely:
For Bombay Metrics Supply Chain Limited
Nipul Hirji Keniya Managing Director DIN: 03087659
Place: Mumbai Date:04.08.2026
To meet the Companys working capital needs and general corporate purposes.
The statement of fund utilization pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of the aforesaid preferential allotment, has also been filed with the Stock Exchange.
Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.
The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all the employees of the Company towards the Company. Directors take this opportunity to express their gratitude for the valuable assistance and cooperation extended by Banks, Vendors, Customers, Advisors and other business partners. Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.
Sahil Hiten Shah Chairperson and Director DIN: 09640907
Place: USA Date:04.08.2026
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
Download The App Now
Follow us on
2026, IIFL Capital Services Ltd. All Rights Reserved
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
