Bombay Metrics Supply Chain Ltd Directors Report

To,

The Members,

Your Board of Directors (Board) is pleased to present the 10th 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, 2025.

1. Financial Highlights:

The Financial performance of your Company for the financial year ended March 31, 2025 is summarized below:

Rs in Lakhs

Particulars	Standalone		Consolidated
	year ended 2025	year ended 2024	year ended 2025
Revenue From Operations	9,972.72	8,568.37	10,147.48	8,650.91
Other Income	125.17	53.44	124.99	53.53
Total Income	10,097.89	8,621.81	10,272.46	8,704.44
Total Expenses	9,50796	8,165.22	9,664.83	8,252.06
Profit /(Loss) Before Tax and Exceptional Items	589.92	456.60	607.63	452.38
Exceptional Item	-	-	-	-
Profit/(Loss) Before Tax	589.92	456.60	607.63	452.38
Less: Provision For Tax
- Current Tax	168	126.00	168	126
- Deferred Tax Liabilities/(Assets)	(8.90)	(2.33)	(8.90)	(2.33)
- Short provision tax	(1.47)	(5.81)	(1.47)	(5.81)
Net Profit/(Loss) After Tax	432.30	338.74	450.01	334.53
Earning Per Shares (Amount in )
Basic	3.51	5.50	3.66	5.43
Diluted	3.51	5.50	3.66	5.43
Basic Restated	-	2.75	-	2.72

2. Revenue from Operations:

Revenue - Consolidated

Your Companys revenue from operations on consolidated basis increased to 10,147,48 (Rs in Lakhs) in the financial year 202425 from 8,650.90 (Rs in Lakhs) in the financial year 2023-24, a growth rate of 1730%.

Revenue - Standalone

Your Companys revenue from operations on standalone basis increased to 9,972.72 (Rs in Lakhs) in the financial year 202425 from 8,568.37 (Rs in Lakhs) in the financial year 2023-24, a growth rate of 16.39%.

Profits - Consolidated

The Net Profit after tax during the F.Y 2024-25 was 450.01 (Rs in Lakhs) as compared to 334.53 (Rs in Lakhs) during F.Y 2023-24, an increase of 34.52%.

Profits - Standalone

The Net Profit after tax during the F.Y 2024-25 was 432.30 (Rs in Lakhs) as compared to 338.74 (Rs in Lakhs) during F.Y 2023-24, an increase of 27.62%.

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.

3. Changes in Directors and Key Managerial Personnel:

Ms. Shruti Chandrashekhar Chavan has resigned as a Company Secretary and Compliance Officer of the Company effective from closing of business hours on May 30, 2024.

Ms. Karishma Waghela, Associate Member of the Institute of Company Secretaries of India (ICSI), having membership no. ACS 58805 was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 17, 2024.

Ms. Karishma Waghela has resigned as a Company Secretary and Compliance Officer of the Company effective from closing of business hours on January 02, 2025.

Mr. Parsvo Gada, Associate Member of the Institute of Company Secretaries of India (ICSI), having membership no. ACS 72338 was appointed as the Company Secretary and Compliance Officer of the Company with effect from March 06, 2025.

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.

4. Retirement by rotation 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 period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mrs. Heena Hiten Shah (DIN: 07226268) and Mr. Hiten Talakchand Shah (DIN: 03126641) are retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

5. Significant Events during the financial year:

• Allotment of 61,56,960 (Sixty One Lakh Fifty Six Thousand Nine Hundred Sixty) Equity Shares as fully paid bonus shares to the existing shareholders in the ratio of 1:1:

During the year under review, the Company has allotted 61,56,960 (Sixty One Lakh Fifty Six Thousand Nine Hundred Sixty) equity shares as fully paid bonus shares on 07th October, 2024 to the existing shareholders in the ratio of 1:1 i.e., 1 fully paid Bonus Shares of 10/- were issued to every 1 existing equity shares held on 04th October, 2024, by capitalizing the sum amount standing to the credit of Profit and loss account.

• Investment in Bombay Metrics Metals Private Limited, Subsidiary of the Company:

During the year under review, the Company incorporated Bombay Metrics Metals Private Limited by investing Rs80,000 (Rupees Eighty Thousand Only) to acquire an 80% shareholding in Bombay Metrics Metals Private Limited.

6. Material changes between the period from the end of financial year to the date of the report of the Board:

There are no material changes between the period from the end of the financial year to the date of the report of the Board.

7. Policy on Criteria for Appointment / Removal of Directors and Senior Management Personnel and Remuneration of Directors, Key Managerial Personnel and Employees:

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.

8. Change in the nature of business:

There was no change in the nature of business of your Company during the year under review affecting the financial position of the Company.

9. Dividend:

Your directors are pleased to recommend final dividend of Rs 0.20/- (Rupee Twenty Paise Only) per Equity Share having face value of Rs 10/- each for the financial year 2024-25.

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.

10. Share Capital:

Authorised Share Capital:

As at March 31, 2025, the Authorized 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, 2025 is 12,31,39,200 divided into 1,23,13,920 Equity shares of 10 each.

11. Issue of Bonus Shares:

The Board of Directors, at its meeting held on August 17, 2024, and the members at the Annual General Meeting held on September 20, 2024, approved the issuance of 61,56,960 fully paid-up bonus equity shares of Rs 10 each, in the ratio of 1:1.

The bonus shares were allotted on October 7, 2024. Upon allotment of the bonus shares, the Companys paid-up share capital increased from Rs6,15,69,600 (Rupees Six Crores Fifteen Lakhs Sixty-Nine Thousand Six Hundred only), divided into 61,56,960 (Sixty-One Lakhs Fifty-Six Thousand Nine Hundred and Sixty) equity shares of Rs 10 each, to Rs12,31,39,200 (Rupees Twelve Crores Thirty-One Lakhs Thirty-Nine Thousand Two Hundred only), divided into 1,23,13,920 (One Crore Twenty-Three Lakhs Thirteen Thousand Nine Hundred and Twenty) equity shares of Rs 10 each.

12. Transfer to reserves:

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, 2025, after all appropriation and adjustments, was 673.96/- ( In lakhs).

13. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

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.

14. Corporate Governance:

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 Rs 10 crore and net worth not exceeding Rs25 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 2024-2025.

15. Non-Applicability of the Indian Accounting Standards:

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.

16. Public Deposits:

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.

17. Directors and Key Managerial Personnel:

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 NonExecutive Director and Four Independent Non-Executive Directors.

The details are as below:-

Name	DIN	Designation
Nipul Hirji Keniya	03087659	Managing Director
Hiten Talakchand Shah	03126641	Non - Executive Director
Heena Hiten Shah	07226268	Non - Executive Director
Sahil Hiten Shah	09640907	Non - 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.

18. Directors Responsibility Statement:

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, 2025, 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, 2025 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, 2025 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.

19. Auditors:

i) Statutory Auditors:

M/s. Rajendra & Co., Chartered Accountants (Firm Registration No. 108355W), were appointed as Auditors of the Company for a term of 5 (five) consecutive years i.e. up to AGM to be held in the year 2026, at the AGM held on July 12, 2021. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditors Report:

The Auditors Report to the Members on the financial statements of the Company for the year ended March 31, 2025 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 2024-25.

Secretarial Audit Report:

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2024-25 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 Observations given by Secretarial Auditor in his Secretarial Audit Report are self- explanatory and do not call for further explanations.

iii) Cost Auditor:

Appointment of cost auditors is not applicable to company.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

M/s. ASA & Associates LLP, Chartered Accountants, Mumbai is appointed as the Internal Auditors of the company for the Financial Year 2024-25.

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, 2025, 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 2024-25.

23. Details of the Complaint Received/Solved/Pendinq during the year:

Sr. No.	Nature of Complaint	Complaints Received	Complaints solved	Complaints 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 2024-25, Four (4) Board Meetings were held on May 08, 2024, August 17, 2024, November 13, 2024 and March 06, 2025 and the gap between two Board Meetings did not exceeds limit as required under the Companies Act, 2013 & Circulars made thereunder.

Details of attendance at the Board Meeting of each Director are as follows:

Name	Category	No of Meeting entitled to attend	No. of Board Meetings attended during the year 2024-25	Whether attended last AGM held on September 20, 2024
Mr. Nipul Hirji Keniya	Promoter and Managing Director	4	4	Yes
Mr. Hiten Talakchand Shah	Promoter and Non-Executive Director	4	2	Yes
Mrs. Heena Hiten Shah	Promoter and Non-Executive Director	4	2	Yes
Mr. Sahil Hiten Shah	Promoter and Non-Executive Director	4	2	Yes
Mr. Hiten Sanmukhlal Shah	Non - Executive Independent Director	4	4	Yes
Mr. Vivek Shreevallabh Vyas	Non - Executive Independent Director	4	3	Yes
Mr. Bhavin Gopal Gandhi	Non - Executive Independent Director	4	3	No
Mr. Prateek Jaju	Non - Executive Independent Director	4	4	No

b) Audit Committee Meeting and Attendance:

During the Financial Year 2024-25, total Four (4) Audit Committee Meetings were held on May 08, 2024, August 17 2024, November 13, 2024 and March 06, 2025.

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, 2025 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	4
Mr. Hiten Sanmukhlal Shah	Member	4	4
Mr. Vivek Shreevallabh Vyas	Member	4	3
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.

c) Nomination & Remuneration Committee Meeting and Attendance:

During the Financial Year 2024-25, Two (2) Nomination & Remuneration Committee Meeting was held on August 17, 2024 and March 06, 2025.

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, 2025 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 Sanmukhlal Shah	Chairman	2	2
Mr. Vivek Shreevallabh Vyas	Member	2	1
Mr. Bhavin Gopal Gandhi	Member	2	1

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.

d) Stakeholders Relationship Committee:

During the Financial Year 2024-25, One (1) Stakeholders Relationship Committee Meeting was held on March 06, 2025.

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, 2025 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	0
Mr. Hiten Sanmukhlal Shah	Member	1	1
Mr. Bhavin Gopal Gandhi	Member	1	1

The Company Secretary of the Company act as Secretary of the Committee.

e) Independent Directors Meeting:

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 2024-25, One (1) Independent Directors Committee Meeting was held on March 06, 2025.

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	0
Mr. Hiten Sanmukhlal Shah	1	1
Mr. Bhavin Gopal Gandhi	1	1
Mr. Prateek Jaju	1	1

26. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

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:

Rs in Lakhs

Particulars	FY 2024-25	FY 2023-24
Conservation of Energy, Technology Absorption	Nil	Nil
Foreign Exchange Earnings	9,333.88	6,632.93
Foreign Exchange Expenditure	4.71	1.55

27. Related Party Transactions:

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 2024-25 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.

28. Vigil Mechanism:

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/.

29. Corporate Social Responsibility:

The Provisions of Section 134(3)(o) and Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding Corporate Social Responsibility do not apply to the company for the period under review.

30. Significant and material orders:

During the year under review, following order passed:

• The Company has received an Order from the Reserve Bank of India, Mumbai for imposition of penalty of 25,833/- on the Company towards the compounding for delay in reporting of FCGPR under the provisions of the Foreign Exchange and Management Act, 1999 (FEMA).

31. Risk Management:

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.

32. Particulars of Loans given, Investment made, Guarantees given and Security Provided:

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 F.Y 2024-25 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.

33. Disclosure under the Sexual Harassment of Woman at Workplace (Prevention. Prohibition and Redressal) Act, 2013:

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 2024-25:

Sr. No.	Particulars	Number
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

34. Report on the compliance of provisions relating to Maternity Benefit Act, 1961:

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

35. Business Responsibility and Sustainability Report:

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.

36. Code of Conduct for Prohibition of Insider Trading:

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 his/her 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.

37. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2025 is available on the website of the Company at www. bombaymetrics.com.

38. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to NSE Ltd where the Companys Shares are listed.

39. Compliance of Applicable Secretarial Standards:

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.

40. Management discussion and Analysis:

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.

41. Familiarization Programs Of Independent Directors:

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.

42. Disclosure as required under clause 5A to Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

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.

43. Consolidated Financial Statements:

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 2024-25, 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 Cl

During the financial year following Companies became / ceased to be Companys Subsidiaries, Joint Ventures or Associate Companies:

Sr. Companies which have become subsidiaries, No Joint Ventures or Associate Companies during the financial year 2024-25:
1 Bombay Metrics Metals Private Subsidiary Limited

44. General Disclosures:

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:

1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

6. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going concern status and status of companys operations in future.

7. During the year under review there are no shares in the demat suspense account or unclaimed suspense account of the Company.

8. There are no details to be disclosed under Section 134(3) (ca) of the Companies Act, 2013 as there has been no such fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

9. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

10. During the Financial year no application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

45. Disclosure under Section 197(12) of the Companies Act, 2013

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,

46. Cautionary Statement:

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.

47. Acknowledgments:

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.

For Bombay Metrics Supply Chain Limited
Nipul Hirji Keniya	Sahil Hiten Shah
Managing Director	Chairperson and Director
DIN: 03087659	DIN: 09640907
Date: 29.08.2025	Date: 29.08.2025
Place: Mumbai	Place: USA