Bothra Metals & Alloys Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 24th Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the financial year ended 31st March 2025 is summarised below: (In Lakhs)

Particulars	Year Ended Audited 31/03/2025	Year Ended Audited 31/03/2024
Revenue from Operations	2583.50	2852.16
Other Income	7.24	1.49
Total Revenue	2590.75	2853.64
Cost of Material Consumed	2385.98	2620.30
Purchase of traded goods	00	00
Change in Inventories of finished goods, traded goods and WIP	00	00
Employee Benefit Expense	25.30	5.34
Financial Cost	67.68	100.58
Depreciation and Amortization	21.77	26.30
Other Operating Expense	44.31	69.91
Total Expenses	2545.04	2822.44
Profit Before Exceptional and Extraordinary Items and Tax	45.71	31.20
Exceptional Items	00	00
Profit Before Extraordinary Items and Tax	45.71	31.20
Extraordinary Items
Profit Before Tax	45.71	31.20
Add: Mat Credit Entitlement	00	00
Tax Expense
(a) Current Tax	7.00	00
(b) Deferred Tax	2.99	(2.66)
Profit / Loss from the Period from Continuing Operations	35.71	28.54
Discounting Operations
Profit / Loss from Discontinuing Operations	00	00
Profit / Loss for the Period	35.71	28.54
Earnings Per Share (Rs. in full figure)
Basic	0.19	0.15
Diluted	0.19	0.15

1. OVERVIEW AND STATE OF THE COMPANYS AFFAIRS

Financial Performance

• Improved Profitability: The company successfully increased its Profit/Loss for the Period from ^28.54 Lakhs to ^35.71 Lakhs, demonstrating a stronger bottom line.

• Enhanced Earnings Per Share (EPS): Earnings per share grew from ^0.15 to ^0.19, indicating greater value and returns for each share.

• Effective Cost Management: A significant reduction in expenses, particularly the cost of materials consumed, highlights the companys efficiency and discipline in managing resources.

Financial Performance

• Strategic Cost Control: The company successfully mitigated a decline in revenue from operations by implementing strict cost control measures, ensuring sustained profitability.

• Operational Streamlining: The considerable reduction in material costs points to successful efforts in optimizing the supply chain and production processes.

• Strong Foundation for Growth: By improving profitability and efficiency, the company is well-positioned to leverage future market opportunities and drive sustainable growth.

1. OVERVIEW AND STATE OF THE COMPANYS AFFAIRS

During the financial year that ended on March 31, 2025, the companys primary business was the import and trading of aluminum scrap. This included specific types like Tread and Taint Tabor, sourced from various international locations such as the USA, Israel, the United Kingdom, and different parts of Europe.

3. DIVIDEND

After due consideration of the Companys financial position and in alignment with its strategic objectives for expansion and longterm growth, the Board of Directors has deemed it appropriate to conserve resources at this stage. Accordingly, the Board has decided not to recommend any dividend for the financial year 2024-25.

4. FUTURE PROSPECTUS

The outlook for Bothra Metals and Alloys Limited remains positive, backed by strong demand for aluminium products in Indias fast-growing economy. The aluminium industry is expected to witness sustained growth due to rising applications in the infrastructure, automotive, construction, power, renewable energy, and packaging sectors. Government initiatives such as “Make in India”, focus on green energy transition, and increasing adoption of lightweight, sustainable materials provide a strong platform for expansion in the aluminium value chain.

Bothra Metals and Alloys Limited, with its established expertise in aluminium extrusion profiles, billets, ingots, and trading of ferrous and non-ferrous scrap, is well positioned to leverage these opportunities. The planned addition of new extrusion capacities, focus on quality-driven exports, and the integration of sustainable practices including solar energy utilization will further strengthen our competitiveness.

In the coming years, the Company aims to enhance its operational efficiency through modernisation of plant and machinery, invest in technology upgradation, and expand its customer base across domestic and international markets. With strong promoter experience, long-standing relationships with customers and suppliers, and prudent financial management, the Company is confident of achieving steady growth in revenues and profitability.

5. HEALTH, SAFETY & ENVIRONMENT

At Bothra Metals and Alloys Limited, we strongly believe that the Companys progress is closely linked with its responsibility towards environmental sustainability, safeguarding the health and safety of its workforce, and fulfilling its social obligations. As part of this Annual Report for FY 2024-25, we are pleased to present our continued initiatives and achievements in these key areas.

Environmental Stewardship

Environmental protection forms an integral part of our business philosophy. The Company remains committed to reducing its ecological footprint and adopting sustainable practices across its operations to ensure long-term environmental balance.

Health and Safety

The well-being of our employees, contractors, and surrounding communities continues to be of utmost importance. We are dedicated to maintaining a safe and healthy workplace through strict adherence to safety protocols, preventive measures, and continuous monitoring.

Social Responsibility

Our responsibility extends beyond business operations to the communities we serve. The Company actively participates in community development initiatives, contributing towards social welfare and regional growth, while striving to create a lasting positive impact.

We acknowledge that environmental sustainability, health, safety, and social responsibility are part of an ongoing journey. The Company is committed to strengthening its performance in these areas by integrating sustainable practices into business strategies, fostering a strong culture of workplace safety, and addressing the needs of the communities around us. Through these efforts, Bothra Metals and Alloys Limited aims to generate long-term value for all stakeholders.

6. INDUSTRY OUTLOOK

The fiscal year 2024-25 has been a period of remarkable dynamism for the global metals industry, particularly within the aluminium sector. Bothra Metals and Alloys Limited is strategically positioned to navigate these trends by leveraging our robust manufacturing capabilities and extensive trading network. The following outlook provides a detailed perspective on the domestic and international markets.

Domestic Market Outlook

The Indian aluminium market is experiencing a phase of robust and sustained growth, driven by a confluence of macroeconomic factors and government initiatives. Indias aluminium market is projected to grow at a healthy CAGR of 4-7% in the coming years, positioning it as one of the fastest-growing markets globally.

Infrastructure and Construction Boom

The governments continued focus on large- scale infrastructure projects, including highways, railways, and smart cities, is the primary catalyst for aluminium demand. Its lightweight, durable, and corrosion-resistant properties make it the material of choice for structural components, window frames, and other architectural applications. This trend provides a significant and stable demand for our manufactured aluminium billets and profiles.

Electric Vehicle (EV) Revolution

The automotive and transportation sector is undergoing a massive transformation with the push for electric vehicles. Aluminiums superior strength-to-weight ratio is crucial for enhancing the range and energy efficiency of EVs by offsetting the weight of heavy batteries. Government schemes like the Production Linked Incentive (PLI) for the auto industry are accelerating this shift, creating a substantial and growing demand for our aluminium products and alloys.

Secondary Aluminium and Recycling

A notable trend in the domestic market is the increasing emphasis on a circular economy. The production of secondary aluminium from scrap requires approximately 95% less energy than primary production, aligning with Indias commitment to reducing carbon emissions. Our business model, which includes the import and trading of aluminium scrap, positions us as a key participant in this sustainable ecosystem, ensuring a steady supply of raw materials and enhancing resource efficiency.

International Market Outlook

The international metals market, while facing its own set of challenges, presents both opportunities and evolving dynamics that we are well-prepared to address. The global aluminium market is projected for steady growth, driven by key sectors and an increasing focus on sustainability.

Global Demand & Supply Chain Diversification: The global aluminium market continues to be dominated by demand from Asia-Pacific, with the transportation, construction, and packaging sectors being key drivers. However, a significant trend is the diversification of global supply chains, often referred to as the "China+1" strategy. This shift presents a golden opportunity for Indian producers to become preferred suppliers for countries in the US, Europe, and Southeast Asia looking to reduce their dependence on a single source. Our trading business is strategically aligned to capture this market share.

The Rise of "Green Aluminium":

Sustainability is no longer a niche concern; it is a global imperative. The concept of "green aluminium"?produced with low-carbon technologies and renewable energy?is gaining significant traction. This trend is driven by stringent environmental regulations and consumer demand. As a company focused on energy-efficient manufacturing and recycling, we are well-positioned to meet these evolving global standards and explore export opportunities in markets with a strong preference for sustainable products.

Ferrous and Non-Ferrous Market Dynamics:

The wider ferrous and non-ferrous metals market is characterized by price volatility and intense competition. We mitigate these risks through our robust import and trading business, which allows us to source raw materials and finished goods at competitive prices. Our strategic agility in navigating these market fluctuations ensures we can maintain profitability and provide a comprehensive product portfolio to our clients, both domestically and internationally.

7. INTERNAL CONTROL SYSTEM AND ADEQUACY

The Company has established a robust and comprehensive system of internal controls that extends across all functional and operational areas of its business. These systems are designed to ensure operational efficiency, safeguard assets, maintain the reliability of financial reporting, and ensure compliance with applicable laws, regulations, and internal policies.

To strengthen governance, the Company engages the services of both internal and external auditors at regular intervals, complemented by the expertise of its inhouse teams. These audits and reviews provide an objective evaluation of the effectiveness of existing controls, identify gaps or areas of improvement, and ensure adherence to best industry practices.

In addition, the Board of Directors has constituted an independent Audit Committee which periodically reviews the adequacy and effectiveness of internal control systems. This committee plays a pivotal role in ensuring that the Companys internal processes remain aligned with evolving business needs and global benchmarks of corporate governance.

8. CONVERSATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

As required under provisions of Section 134 of the Companies Act, 2013 and read with Rule 8(3) of Companies (Accounts) Rules, 2014 details relating to conservations of Energy, and Foreign Exchange Earnings and Outgo are given below:

Kala-amb (Himachal Pradesh)

Power and Fuel Consumption

Conservation Of Energy	2023-24	2024-25
a) Electricity Purchased	Nil	Nil
Quantity (In Units)	Nil	Nil
Total Amount in (In Lakhs)	Nil	Nil
Rate/Unit ()	Nil	Nil
b) Furnace Oil & Other Fuel	Nil	Nil
Quantity (In Ltr.)	Nil	Nil
Total Amount (In Lakhs)	Nil	Nil
Rate/ Litre ()	Nil	Nil
# The plant are not in production

Consumption Per Unit of Production

Paticulars	2023-24	2024-25
a) Electricity Purchased	Nil	Nil
Total Amount (In Lakhs)	Nil	Nil
Production at Kala-Amb (In Kgs.)	Nil	Nil
Rate/Kgs	Nil	Nil
B) Furnace Oil & Other Fuel	Nil	Nil
Total Amount (In Lakhs)	Nil	Nil
Production at Kala-Amb (In Kgs)	Nil	Nil
Rate/kgs()	Nil	Nil

# The plant is not in production Sangli (Maharashtra)

Power and Fuel Consumption

Conservation Of Energy	2023-24	2024-25
Electricity Purchased (In Units)	Nil	Nil
Total Amount In (In Lakhs)	Nil	Nil
Rate/Unit()	Nil	Nil
B) Furnace Oil & Other Fuel	Nil	Nil
Quantity (In Ltr)	Nil	Nil
Total Amount (In lakhs)	Nil	Nil
Rate/Liter ()	Nil	Nil

# The plant is not in production

Consumption Per Unit of Production

Paticulars	2023-24	2024-25
Electricity Purchased (In Units)	Nil	Nil
Total Amount (In Lakhs)	Nil	Nil
Production at Sangli (In Kgs)	Nil	Nil
Rate/Kgs()	Nil	Nil
B) Furnace Oil & Other Fuel	Nil	Nil
Total Amount (In Lakhs)	Nil	Nil
Production at Sangli (In Kgs)	Nil	Nil
Rate/Kgs ()	Nil	Nil

9. TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT

As required under provisions of Section 134 of the Companies Act, 2013 and read with Rule 8(3) of Companies (Accounts) Rules, 2014 details relating to conservations of Energy, and Foreign Exchange Earnings and Outgo are given below:

10. FOREIGN EXCHANGE INFLOW & OUTFLOW

For the Fiscal Year 2024-25 the flow of forex transaction is as follow:

Paticulars	2023-24	2024-25
Foreign Exchange Inflows	INR 41,13,814	INR 8,19,258
Foreign Exchange Outflows	INR 24,70,73,051	INR 14,70,29,642
(Actual Paid)	INR 24,29,59,237	INR 14,62,10,384

11. SHARE CAPITAL

As of 31st March 2025, the Paid-Up Equity Share Capital stood at Rs. 18.52 Crores. Throughout the year under review, the company did not issue any shares with differential voting rights, nor did it grant stock options or sweat equity shares.

12. STEPS IN MANUFACTURING AND PROCUREMENT

At Bothra Metals and Alloys Limited, were dedicated to improving our operational efficiency and finding new opportunities for business growth. This year, weve taken significant steps in our manufacturing and procurement processes to drive excellence.

In manufacturing, our focus has been on leveraging advanced technologies and adopting best practices to optimize our processes. This has allowed us to boost productivity, minimize waste, and ensure our products meet the highest quality standards. We believe that by enhancing the efficiency of our operations, we can maximize our output while maintaining our commitment to excellence.

In procurement, we recognize that an efficient and reliable supply chain is critical to our success. Weve worked closely with our suppliers to establish strong partnerships, ensuring a consistent and dependable supply of raw materials. By strengthening these relationships, we are better positioned to manage our supply chain and support our manufacturing operations effectively.

13. MAJOR EXPANSION PLAN

Our commitment to sustained growth and operational excellence remains steadfast. To solidify our leadership, we have outlined an expansion plan to meet and exceed market demand. This plan is guided by three key pillars: Capacity Enhancement, Technological Integration, and Market Diversification. We are embarking on a significant capacity enhancement initiative, which includes a substantial investment in our Himachal Pradesh and Gujarat plants to install a new, high-capacity extrusion press and a state-of-the-art billet casting unit, enabling a 30% increase in our total production volume. We will also integrate advanced automation across our manufacturing lines with automated material handling and robotic finishing processes to enhance precision and improve safety. In line with global industry trends, our plan also incorporates a strong focus on technological integration and sustainability, which will be led by a dedicated Research and Development (R&D) unit tasked with developing advanced aluminium alloys for specialized industries. Furthermore, we will make a substantial investment in green manufacturing initiatives to reduce our carbon footprint, exploring cleaner energy sources and implementing waste heat recovery systems. To mitigate market risks and open up new revenue streams, we are strategically moving into new product segments and geographical markets, which will involve expanding our portfolio to include value-added finished products for electric vehicles (EVs) and solar panel frames. We will also actively explore new export opportunities in key international markets, including North America and Europe. This major expansion will be funded through a combination of internal accruals and strategic debt financing, and we are confident that the projected increase in production, coupled with the move into higher-margin products, will yield a strong return on investment and contribute positively to our financial performance and create significant value for all our stakeholders.

14. AUDIT COMMITTEE

The Audit Committee of the Board of Directors is an integral part of our corporate governance framework. Chaired by Mrs. Lubdha Porwal, the committee includes Mr. Sunderlal Bothra and Mr. Aditya Sukharam Saran as members. The Company Secretary serves as the secretary, ensuring all proceedings are meticulously documented. To provide expert insights, the Statutory Auditor, Cost Auditor, and Chief Financial Officer are permanent invitees to all meetings.

A key function of the Committee is to maintain transparency and integrity in the companys financial dealings by reviewing all related party transactions. Furthermore, the Committee is responsible for monitoring and reviewing our risk management framework. This includes identifying, reviewing, and mitigating all elements of risk to which the company may be exposed. This year, the Board accepted all recommendations put forth by the Audit Committee, a testament to its diligence and the Boards trust.

16. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee, a key body in our corporate governance, has been constituted. It is chaired by Mr. Aditya Sukharam Saran, with Mr. Sunderlal Bothra and Mrs. Lubdha Porwal serving as members. The Company Secretary acts as the Committees dedicated secretary. To ensure maximum efficiency and compliance, the company has delegated the responsibility for all share transfer and other routine share maintenance to the Company Secretary and our official Registrar and Share Transfer Agent, M/s Link Intime Bharat Pvt. Ltd. All requests for dematerialization, rematerialization, and transfers are completed promptly within 10 days of receiving valid documentation. The minutes of all committee meetings are promptly circulated to all Directors and formally discussed during the next Board Meeting.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Whistle Blower Policy/Vigil Mechanism to report concerns about the Companys working or any violation of its policies

18. BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, the Board of Directors hereby confirms that in the preparation of the annual accounts for the financial year ended March 31, 2025, all applicable accounting standards have been diligently followed. We have selected and consistently applied appropriate accounting policies, making judgments and estimates that are both reasonable and prudent to ensure the financial statements present a true and fair view of the companys state of affairs and its profit or loss for the period. We have also exercised proper and sufficient care in maintaining adequate accounting records to safeguard the assets of the company and to prevent and detect any instances of fraud or other irregularities. This commitment to robust record-keeping is a fundamental pillar of our governance. Furthermore, the annual accounts have been prepared on a going- concern basis, and the internal financial controls laid down by the Directors have been strictly followed by the company. These controls are comprehensive, adequate, and have been operating effectively throughout the year. A proper system to ensure compliance with the provision of all applicable laws was also in place and was deemed to be adequate and operating effectively. The Board has also carried out a comprehensive annual performance evaluation of its own performance, as well as an evaluation of the individual directors and the effective functioning of its Audit, and Nomination and Remuneration Committees.

19. RISK MANAGEMENT

Risk management is a systematic and proactive process of identifying, assessing, and prioritizing risks, followed by coordinated efforts to minimize, monitor, and mitigate the probability or impact of unfortunate events. Concurrently, it seeks to maximize the realization of strategic opportunities. The company has established a comprehensive Risk Assessment and Minimization Procedure, which is subject to regular and thorough review by the Audit Committee and formal approval by the Board to ensure it remains robust and relevant. This rigorous framework empowers our executive management to effectively control risks through a well-defined process, thereby safeguarding the companys financial stability and operational continuity.

20. EXTRACTS OF ANNUAL REPORT

The required details of the annual return, as stipulated by Section 92 of the Companies Act, 2013, have been extracted and are included in Form MGT-9. This document is attached as Annexure "A" and is a part of the Board Report.

21. DECLARATION BY INDEPENDENT DIRECTOR

Mr. Aditya Sukharam Saran and Mrs. Lubdha Porwal serve as Independent Directors on the Board. The company has received declarations from them, confirming they meet the independence criteria outlined in the Companies Act, 2013, and Clause 49 of the Listing Agreement.

22. SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act, 2013, and the relevant rules, we appointed M/s Vinesh K Shah & Associates, practicing Company Secretaries, to conduct a secretarial audit of our company. The Secretarial Audit Report for the fiscal year ended March 31, 2025, is attached to this document.

23. DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 134(3)(c) of the Companies Act, 2013, the Directors affirm that, to the best of their knowledge and belief, the annual accounts for the financial year ending March 31, 2025, have been prepared in accordance with the applicable accounting standards. We confirm that we have selected and consistently applied appropriate accounting policies, and have made reasonable and prudent judgments and estimates to ensure the financial statements provide a true and fair view of the companys state of affairs, as well as its profit and loss for the period.

Proper and sufficient care has been taken to maintain adequate accounting records, in line with the provisions of the Companies Act, 2013. This meticulous record-keeping is crucial for safeguarding the companys assets and for preventing and detecting any instances of fraud or other irregularities. The annual accounts have been prepared with the fundamental assumption of a going- concern basis.

Furthermore, the internal financial controls established by the Directors have been fully implemented by the company and are deemed adequate and operating effectively. We also have a robust system in place to ensure compliance with all applicable laws, and we confirm that this system is both sufficient and operating effectively.

24. ACKNOWLEDGEMENT

Your Directors would like to express their profound appreciation for the encouragement, assistance, and cooperation received from our members, government authorities, banks, and customers. We are deeply grateful for the trust placed in the management and extend our sincere thanks to all employees for their valuable commitment and contributions.

For Bothra Metals & Alloys Ltd.

sd/-

Sunderlal Bothra

Managing Director

DIN:00737982

For Bothra Metals & Alloys Ltd.

sd/-

Kishanlal Bothra

Director

DIN:00738027

Place: Mumbai

Date: 29 August 2025