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Bombay Metrics Supply Chain Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Board of Directors ("Board") is pleased to present the 10^th 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 31^st 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
Particulars	year ended 2025 year ended 2024		year ended 2025 year ended 2024
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 Company''s revenue from operations on consolidated basis increased to '' 10,147,48 ('' In Lakhs) in the financial year 202425 from '' 8,650.90 ('' In Lakhs) in the financial year 2023-24, a growth rate of 1730%.

Revenue - Standalone

Your Company''s revenue from operations on standalone basis increased to '' 9,972.72 ('' In Lakhs) in the financial year 202425 from '' 8,568.37 ('' 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 ('' In Lakhs) as compared to '' 334.53 ('' 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 ('' In Lakhs) as compared to '' 338.74 ('' In Lakhs) during F.Y 2023-24, an increase of 2762%.

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:

â¢ 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 07^th 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 04^th October, 2024, by capitalizing the sum amount standing to the credit of ''Profit and loss account.

â¢ 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 ^80,000 (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 ^

0.20/- (Rupee Twenty Paise Only) per Equity Share having face value of T10/- 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 T10 each, in the ratio of 1:1.

The bonus shares were allotted on October 7, 2024. Upon allotment of the bonus shares, the Company''s paid-up share capital increased from ^6,15,69,600 (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 T10 each, to ^12,31,39,200 (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 T10 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 31^st March, 2025, after all appropriation and adjustments, was '' 673.96/- ('' In lakhs).

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

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 Company''s 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 T10 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 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.

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

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 details are as below:-

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,

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.

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 Auditor''s 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 Auditor''s 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 Board''s 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 Director''s 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/Pending 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

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 Company''s 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

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

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
Mrs. Heena Hiten Shah	Promoter Director	and	Non-Executive	4	2	Yes
Mr. Sahil Hiten Shah	Promoter Director	and	Non-Executive	4	2	Yes
Mr. Hiten Sanmukhlal Shah	Non -Director	Executive	Independent	4	4	Yes
Mr. Vivek Shreevallabh Vyas	Non -Director	Executive	Independent	4	3	Yes
Mr. Bhavin Gopal Gandhi	Non -Director	Executive	Independent	4	3	No
Mr. Prateek Jaju	Non -Director	Executive	Independent	4	4	No

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 5^th 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

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 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:

'' 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 arm''s 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 year''s 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 Board''s 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

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.

concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of Company''s employees and the Company. The Vigil Mechanism Policy is available on Company''s 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:

â¢ 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 Company''s 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.

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 Auditor''s Report, form part of this Annual Report. A statement containing the salient features of the Company''s 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 Company''s Subsidiaries, Joint Ventures or Associate Companies:

_Sr. Companies which have become subsidiaries, N_o'' Joint Ventures or Associate Companies during the financial year 2024-25:
1 Bombay Metrics Metals Limited	Private Subsidiary

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.

.. '' Particulars Number

No.

1 Number of Complaints filed during the ^

financial year

2 Number of Complaints disposed of

Nil

during the financial year

3 Number of Complaints pending for Nil

more than ninety days

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 Company''s 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.

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 Company''s operations in future.

6. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going concern status and status of company''s 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 Company''s 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.

Mar 31, 2024

Your directors have great pleasure in presenting to you 9th Annual Report on the affairs of M/s. Bombay Metrics Supply Chain Limited (âthe Companyâ or âBombay Metricsâ) Formerly known as M/s. Bombay Metrics Supply Chain Private Limited together with the Audited Accounts for the financial year ended 31st March, 2024.

1. Financial Results:

Our Company has been incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 28^th March, 2015 with the Corporate Identity No. L74999MH2015PLC263148.

The financial results of the Company for the financial year have been summarized hereinbelow for the reference of the members:

Particulars	Standalone Consolidated
Particulars	year ended 2024	year ended 2023	year ended 2024	year ended 2023
Revenue From Operations	8,568.37	6,916.89	8,650.91	NA
Other Income	53.44	207.84	53.53
Total Income	8,621.81	7,124.73	8,704.44
Total Expenses	8,165.22	6,738.07	8,252.06
Profit /(Loss) Before Tax and Exceptional Items	456.60	386.65	452.38
Exceptional Item	-	-	-
Profit/(Loss) Before Tax	456.60	386.65	452.38
Less: Provision For Tax
- Current Tax	126.00	106.00	126
- Deferred Tax Liabilities/(Assets)	(2.33)	6.89	(2.33)
- Short provision tax	(5.81)	(0.75)	(5.81)
Net Profit/(Loss) After Tax	338.74	274.51	334.53

2. Overview and Company Performance:

During the year Bombay Metrics has recorded a total turnover of ? 8,568.37 Lakhs as compared to that of the previous year which was ? 6,916.89 Lakhs and hence recording an increase in revenue of 23.88%. The same has resulted in recording a profit of ? 338.74 Lakhs as compared to a profit of the previous year which was ? 274.51 Lakhs.

3. Changes in Directors and Key Managerial Personnel:

Mr. Prateek Jaju (DIN: 10163582) was appointed as an Additional Independent Director with effect from May 22, 2023 and his appointment as an Independent Director was approved by the shareholders in the 08th AGM held on August 14, 2023.

Mr. Nipul Hirji Keniya (DIN: 03087659) was re-designated from Chairman and Managing Director to Managing Director of the Company with effect from May 22, 2023.

Mr. Sahil Hiten Shah (DIN: 09640907) was appointed as an Additional Director in the category as the Promoter, NonExecutive Director and Chairman with effect from May 22, 2023 and his appointment as a Non-Executive Director and Chairman was approved by the shareholders in the 08th AGM held on August 14, 2023.

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.

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, Mr. Nipul Hirji Keniya (DIN: 03087659) and Mr. Sahil Hiten Shah (DIN: 09640907) 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:

a) Adoption of a new business line:

The Company had adopted two new business activities

i.e. Copper/Aluminum Imports and trading in metals within India with effect from May 22, 2023.

b) Alteration of Main Object Clause of Memorandum of Association

To include the object pertaining to dealing in Software, the Board of Directors of the Company, in their meeting held on July 12, 2023 has amended Main Object Clause of Memorandum of Association and the same was approved by the shareholders in the 08th AGM held on August 14, 2023.

c) Takeover the Metric Vietnam Company Limited, a company situated in Vietnam:

During the year under review the Company completed the takeover of the Metrics Vietnam Company Limited, a company situated in Vietnam, to broad-based the Company''s supply chain management business.

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 Directorsâ Appointment and Remuneration:

The Company''s policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is available on Company''s website at the link www.bombaymetrics.com.

8. Change in the nature of business:

The Company is into the business full-service provider of global manufacturing, engineering and supply chain management services. During the financial year under review the Company had adopted two new additional business activities i.e. Copper/ Aluminum Imports and trading in metals within India.

9. Dividend:

Your Directors are pleased to recommend final dividend of Re.0.45/- (Rupee Forty Five Paise Only) per Equity Share having face value of ?10/- each for the financial year 2023-24.

10. Share Capital:

Authorised Share Capital:

As at March 31, 2024, 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, 2024 is ? 6,15,69,600 divided into 61,56,960 Equity shares of ?10 each.

11. Issue of Bonus Shares:

The Board of Directors at its meeting held on August 17, 2024 approved issue 61,56,960 equity shares of ? 10 each as fully paid-up bonus equity shares in the ratio of 1:1, subject to the approval of the Members by way of an ordinary resolution.

Further, on allotment of bonus shares, the Company''s paid up share capital will be increased from ? 6,15,69,600/- (Rupee 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 ? 10/- (Rupees Ten only) each to ? 12,31,39,200/- (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 ?10/-(Rupees Ten only).

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, 2024, after all appropriation and adjustments, was ? 885.06 lacs.

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 Company''s website i.e. www.bombaymetrics.com.

14. Corporate Governance:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity 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 entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-2024.

15. Non Applicability of the Indian Accounting Standards:

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter

XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS.

As your Company is also listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements.

16. Public Deposits:

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 (âActâ) or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

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

18. Directorsâ 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, 2024, 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, 2024 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, 2024 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:

Auditorsâ Report:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their report. The Auditors have not reported any frauds.

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. DSM & Associates, Practicing Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company for the financial year 2023-24.

Secretarial Audit Report:

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2023-24 is given by M/s. DSM & Associates, practicing Company Secretary for auditing the Secretarial and related records is attached herewith as âAnnexure Aâ to the Board''s Report.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors, in their report.

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 2023-24.

Based on the report of Internal Audit function, corrective action are 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.

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 2023-24.

23. Details of the Complaint Received/Solved/Pending 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 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.

25. Board & Committee Meetings:

a) Board Meeting and Attendance:

During the financial year 2023-24, Five (5) Board Meetings were held on May 22, 2023, July 12, 2023, November 06, 2023, January 04, 2024 and March 11,2024 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 2023-24	Whether attended last AGM held on August 14, 2023
Mr. Nipul Hirji Keniya	Promoter and Managing Director	5	5	Yes
Mr. Hiten Talakchand Shah	Promoter and Non-Executive Director	5	1	No
Mrs. Heena Hiten Shah	Promoter and Non-Executive Director	5	1	No
*Mr. Sahil Hiten Shah	Promoter and Non-Executive Director	4	1	Yes
Mr. Hiten Sanmukhlal Shah	Non - Executive Independent Director	5	5	Yes
Mr. Vivek Shreevallabh Vyas	Non - Executive Independent Director	5	1	Yes
Mr. Bhavin Gopal Gandhi	Non - Executive Independent Director	5	4	No
*Mr. Prateek Jaju	Non - Executive Independent Director	4	4	No

''Appointed with effect from May 22, 2023. b) Audit Committee Meeting and Attendance:

During the Financial Year 2023-24, total Four (4) Audit Committee Meetings were held on May 22, 2023, July 12, 2023, November 06, 2023 and March 11,2024.

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 31,2024 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	2	2
*Mr. Hiten Sanmukhlal Shah	Member	4	4
Mr. Vivek Shreevallabh Vyas	Member	4	1
Mr. Nipul Hirji Keniya	Member	4	4

âEffective from November 06, 2023, Mr. Hiten Sanmukhlal Shah, Chairman of the Committee has been appointed as a Member of Audit Committee and Mr. Prateek Jaju has been appointed as a Chairman of Audit Committee.

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 2023-24, Two (2) Nomination & Remuneration Committee Meeting was held on May 22, 2023 and March 11, 2024.

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, 2024 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	0
Mr. Bhavin Gopal Gandhi	Member	2	2

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.

d) Stakeholders Relationship Committee :

During the Financial Year 2023-24, One (1) Stakeholders Relationship Committee Meeting was held on March 11, 2024.

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, 2024 along with the details of the meetings held and attended during the aforesaid period, is detailed below:

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

e) Independent Directorsâ Meeting:

During the Financial Year 2023-24, One (1) Independent Directors Committee Meeting was held on March 11,2024.

The attendance at the Meeting is as under:

Name of the Member	No of Meeting	No of Meeting
	entitled to attend	attended
Mr. Vivek	1	0
Shreevallabh Vyas
Mr. Hiten Sanmukhlal	1	1
Shah
Mr. Bhavin Gopal	1	1
Gandhi
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:

Particulars	FY 2023-24	FY 2022-23
Conservation of Energy, Technology Absorption	Nil	Nil
Foreign Exchange Earnings	? 66,32,93,039	? 67,86,86,848
Foreign Exchange Expenditure	? 4,87,13,825	? 3,13,368

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 arm''s length basis. These transactions with related parties during the financial year 2023-24 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 year''s 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 âAnnexure Bâ to the Board''s Report.

28. Vigil Mechanism:

The Company has established a vigil mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. 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 Company''s employees and the Company. The Vigil Mechanism Policy is available on Company''s website at www.bombaymetrics.com.

29. Corporate Social Responsibility:

30. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future:

During the year under review there has been no such significant

and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

31. Risk Management:

32. Particulars of Loans, Guarantees or Investments:

The particulars of loans given and investments made as at 31.03.2024 have been disclosed in the financial statements. There are no guarantees given by the Company as at 31.03.2024.

33. Disclosure under the Sexual Harassment of Woman at 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, we report that, during the financial year 2023-24, no case has been reported under the said act.

34. Business Responsibility and Sustainability Report:

35. 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.

36. 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, 2024 is available on the website of the Company at www. bombaymetrics.com.

37. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to NSE Ltd where the Company''s Shares are listed.

38. Compliance of Applicable Secretarial Standards:

39. Management discussion and Analysis:

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

41. 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 2023-24, together with the Auditor''s Report, form part of this Annual Report. A statement containing the salient features of the Company''s subsidiaries, associate and joint venture Company in the prescribed Form AOC- 1 is attached as an âAnnexure Dâ.

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

Sr.

No.

Companies which have become subsidiaries, Joint Ventures or Associate Companies during the financial year 2023-24:

Metrics Vietnam Company Limited Subsidiary

42. 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:

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 Company''s operations in future.

6. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going concern status and status of company''s 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.

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

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

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 âAnnexure Eâ.

44. Cautionary Statement:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute âforward looking statements" within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

45. 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: 17.08.2024 Date: 17.08.2024

Place: USA Place: USA

Mar 31, 2023

Your directors have great pleasure in presenting to you 8^th Annual Report on the affairs of M/s. Bombay Metrics Supply Chain Limited (âthe Company" or âBombay Metricsâ), together with the Audited Accounts for the financial year ended 31^st March, 2023.

1. Financial Results:

Our Company has been incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 28^th March, 2015 with the Corporate Identity No. L74999MH2015PTC263148.

The financial results of the Company for the financial year have been summarized hereinbelow for the reference of the members:

Particulars	MBBflPjM For the year ended 1 20231	For the year ended 2022
Revenue From Operations	^69,16,88,636/-	?61,50,23,045 /-
Other Income	?2,07,83,979/-	?52,72,630 /-
Total Income	?71,24,72,615/-	?62,02,95,676/-
Total Expenses	^67,38,07,393/-	^60,23,33,602.8

Profit /(Loss) Before Tax and Exceptional Items	?3,86,65,222/-	n,79,62,267/-
Exceptional Item	Nil	Nil
Profit/(Loss) Before Tax	f3,86,65,222/-	n,79,62,267/-
Less: Provision For Tax
- Current Tax	?1,06,00,000/-	?55,00,000/-
- Deferred Tax Liabilities/ (Assets)	?6,88,526/-	(fl,59,000)
- Short/ (Excess) provision for tax	(T74.501/-)	?1,72,050/-
Net Profit/(Loss) After Tax	?2,74,51,197/-	?1,24,49,210/-

2. Overview and Company Performance:

During the year Bombay Metrics has recorded a total turnover of ?69,16,88,636/- as compared to that of the previous year which was ^61,50,23,045/- and hence recording a growth in revenue of 12.46%. The same has resulted in recording a profit of ?2,74,51,197/- as compared to a profit of the previous year which was ?1,24,49,210/-

these three clauses, it becomes evident that all three clause provides for same line of business and it would be prudent to merge all these main objects and rephrase them in single object. Accordingly, the major contents of three main objects are compiled together and rephrases in new object clause. Accordingly, the rephrased main object clause is proposed to be replace the existing clauses of Memorandum of Association and the necessary resolution is proposed at the Annual General Meeting for the consideration of the members.

b) Appointment of Mr. Prateek Jaju (DIN: 10163582 ) as Non Executive Independent Director:

The Board of Directors, based on the recommendations of the Nomination and Remuneration Committee, have appointed Mr. Prateek Jaju (Din No,10163582) as a Non Executive Independent Director of the Company with effect from 22^nd May, 2023.

c) Appointment of Mr. Sahil Shah (DIN: 09640907) as an Additional Director of the Company in the category as the Promoter Group Non-Executive and Chairman:

The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, have appointed Mr. Sahil Hiten Shah, as an additional director of the Company with effect from 22^nd May, 2023.

d) The revision in the Managerial Remuneration of Mr. Nipul Hirji Keniya (DIN:.03087659),Managing Director of the Company:

The Board of Directors of the Company, based on the recommendations of the Nomination and Remuneration Committee, considered and approved the revision in the managerial remuneration of Mr. Nipul Keniya, Managing Director of the Company.

3. Significant events during the financial year:

a) Increase in Authorized Share Capital of the Company from ?6,00,00,000/- (Rupees Six Crore Only) to ^25,00,00,000/- (Rupees Twenty-Five Crore):

During the year under review, the Company has increased its Authorized Share Capital from H3,00,00,000/- (Rupees Six Crore Only) to ^25,00,00,000/- (Rupees Twenty-Five Crore) with effect from 4^th November, 2022.

b) Alteration of Memorandum of Association of the Company pursuant to increase in Authorized Share Capital:

During the year under review, the Company has altered the clause V i.e. Share Capital Clause of Memorandum of Association pursuant to increase in Authorized Share Capital.

c) Allotment of 46,17,720 (Forty-Six Lakhs Seventeen Thousand Seven Hundred and Twenty) Equity Shares as fully paid bonus shares to the existing shareholders in the ratio of 3d:

During the year under review the Company has allotted 46,17,720 (Forty-Six Lakhs Seventeen Thousand Seven Hundred and Twenty) equity shares as fully paid bonus shares to the existing shareholders in the ratio of 3d i.e. 3 fully paid Bonus Shares of HO/- were issued to every 1 existing equity shares held on 9th January, 2023, by capitalizing the general reserve and other reserves which are free for distribution of profits.

d) Takeover the Metric Vietnam Company Limited, a company situated in Vietnam and currently owned by MESH Inc., a related party of the Company:

During the year under review the Company completed the takeover of the Metrics Vietnam Company Limited, a company situated in Vietnam, to broad-based the Companyâs supply chain management business.

e) Resignation of Mr. Mitesh Ashok Malkan (PAN: AQEPM5482C) as Chief Financial Officer of the Company:

Mr. Mitesh Ashok Malkan resigned as Chief Financial Officer with effect from 12^th May, 2022.

f) Appointment of Ms. Ankita Ramesh Solanki (PAN: DBVPS9448M) as Chief Financial Officer of the Company

Ms. Ankita Ramesh Solanki (PAN: DBVPS9448M) is appointed as Chief Financial Officer of the Company with effect from 11^th November, 2022.

4. 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 except the following;

a) Adoption of a new business line:

The management of the Company is contemplating to diversify its business activities in the field of dealing of software. Accordingly, the Board of Directors of the Company, in their meeting held on 22^na May, 2023 has considered the proposal of adopting to the additional line of business of dealing into software. As per provisions of the Companies Act, 2013, the Memorandum of Association of the Company do not provide for Other Objects - objects which are other than main objects of the Company. Hence any activity which the Company is proposing to carry out other than its existing main business has to be included in the Main Object Clause of Memorandum of Association.

Accordingly, it is proposed in the forthcoming Annual General meeting to alter the main object clause of Memorandum of Association to include the object pertaining to dealing into software.

At present the Main Objects of the Memorandum of Association of the Company comprises of three clauses. Whereas after thoroughly comparing all

5. Change in the nature of business:

The Company is into the business full-service provider of global manufacturing, engineering and supply chain management services there is no change in the nature of the business of the Company during the financial year under review.

6. Dividend:

Your Directors are pleased to recommend final dividend of fOAO/- (Rupee Forty Paise Only) per Equity Share having face value of HO/- each for the financial year 2022-23.

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 Book Closure date fixed for the said purpose.

7. Share Capital:

Authorised Share Capital:

Duringthe year under review, your Company increased its Authorized Share Capital from ?6,00,00,000/-(Rupees Six Crore Only) to ?25,00,00,000/- (Rupees Twenty-Five Crore) in the Extra Ordinary General Meeting held on 4^th November, 2022.

Issued and Paid Up Share Capital:

As members must be aware that during the financial year under review the Company has allotted 46,17,720 (Forty-Six Lakhs Seventeen Thousand Seven Hundred and Twenty) equity shares as fully paid bonus shares to the existing shareholders in the ratio of 33. Accordingly the issued, subscribed and paid up share capital of the Company stands at ?6,15,69,600/-(Rupees Six Crores Fifteen Lacs Sixty Nine Thousand Six Hundred Only).

8. Transfer to reserves:

The Board of Directors do not recommend any amount to be transferred to reserves.

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

There was no amount outstanding to be an unclaimed dividend to investor education and protection fund during the FY 2022-2023.

10. Corporate Governance:

It is brought to the notice of the shareholders that pursuant to provisions of Reg.15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.

The Company being the SME (Emerge Platform of NSE) Listed Company, the provisions pertaining to Corporate Governance are not applicable to the Company. Accordingly, the separate report on the Corporate Governance is not provided in the Annual Report.

11. Non Applicability of the Indian Accounting Standards:

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017.

As your Company is listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1^st April, 2017.

12. Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

13. Directors and Key Managerial Personnel:

The details are as below: -

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

14. Directorsâ Responsibility Statement:

Pursuant to the requirement under section 134(5) of

the Companies Act, 2013 with respect to Directorsâ

Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2023 and of the profit and loss of the company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(v) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(vi) The directors had laid down Internal financial controls to be followed by the company and that such Internal financial controls are adequate and were operating effectively.

15. Statutory Auditors and Audit Report:

At the 6^th Annual General Meeting held on July 12, 2021, the members approved the re appointment of M/s. Rajendra & Co., Chartered Accountants, (FRN : 108355W) as Statutory Auditors of the Company for tenure of five consecutive years from conclusion of 6th Annual General Meeting to the 11^th Annual General Meeting to be held in 2026.

Statutory Auditorsâ comments on the Annual Financial Statements of the Company for year ended 31^st March, 2023 are self explanatory and do not require any explanation by the Board of Directors.

There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports.

16. Disclosures By Directors:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

17. Disqualifications Of Directors:

During the financial year 2022-2023 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules,

2014 that none of the Directors of your Company is disqualified.

18. 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 2022-23.

19. Details of the Complaint Received/Solved/Pending 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

20. Secretarial Audit:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year 2022-23. The Report of the Secretarial Auditor for the Financial year 2022-23 is annexed to this report as Annexure-II.

21. Appointment of Internal Auditor:

Pursuant to per Section 138 of the Companies Act, 2013 of the Companies Act, 2013, the Company has appointed M/s. ASA & Associate LLP, as the Internal Auditor of the Company, for the financial year 20222023.

22. 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 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,

commitment, effective development of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

23. Meeting of Directors:

Board Meeting & Shareholders Meeting:

The Board meets at regular intervals to discuss and decide on Companyâs 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.

During the financial year under review the Board of Directors duly met 6 times respectively as mentioned below.

Sr. No.	Board Meeting Date
1	04.05.2022
2	15.07.2022
3	06.10.2022
4	11.11.2022
5	09.12.2022
6	15.03.2023

In respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose.

Board Committees

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board.

i. Audit Committee

ii. Stakeholdersâ Relationship Committee

iii. Nomination and Remuneration Committee

i. Audit Committee:

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The Audit committee comprises of:

Name of the Member	Nature of Directorship	Designation in Committee
Mr. Hiten Sanmukhlal	Independent	Chairman
Shah	director
Mr. Vivek Shreevallabh	Independent	Member
Vyas	director
Mr. Nipul Hirji Keniya	Managing Director	Member

During the financial year ended on 31^st March 2023,4(Four) meetings of the Audit Committee were held on 4th May, 2022 ,15^th July,2022, 6^th October, 2022 and Uth

November, 2022 which were attended by all the members of the committee.

ii. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee comprises of:

Name of	Natureof	Designation
the Member	Directorship	in Committee
Mr. Vivek Vyas	Independent Director	Chairman
Mr. Bhavin Gandhi	Independent Director	Member
Mr. Hiten S. Shah	Independent Director	Member

During the financial year ended on 31^st March 2023, l(One) meetings of the Stakeholders Relationship Committee were held on 28^th March ,2023 which was attended by all the members of the committee.

iii. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee (hereinafter the âNRC Committee") comprises of:

Name of the Member	Nature of Directorship	Designation in Committee
Mr. Hiten S. Shah	Independent Director	Chairman
Mr. Bhavin Gandhi	Independent Director	Member
Mr. Vivek Vyas	Independent Director	Member

During the financial year ended on 31^st March 2023,2 (Two) meetings of the Stakeholders Relationship Committee were held on 11^th November, 2022 and 28th March, 2023 which were attended by all the members of the committee.

24. Independent Directorsâ Meeting:

During the year under review the independent Director Meet 1 (One) time as on 28^th March,2023

25. 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:

Particulars	FY 2022-23	FY 2021-22
Conservation of Energy, Technology Absorption	Nil	Nil
Foreign Exchange Earnings	?67,86,86,848/- ?60,08,06,937/-
Foreign Exchange Expenditure	t3,13,368/-	t68,06,000/-

27. Whistleblower Policy:

The Company has adopted a whistleblower policy and has established the necessary vigil mechanism for employees and directors to report a concern about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The updated Whistle Blower Policy is updated on the website of the Company at www.bombaymetrics.com during the year under review, there were no instances of whistleblowers.

26. Related Party Transactions:

During the financial year under review the Company has entered into related party transactions and the details as per provisions of section 134(3)(h) of the Companies Act, 2013 read with provisions of rule 8 of the Companies (Accounts) Rules, 2014, are as follows:

The information pursuant to Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employeeâs remuneration for the financial year under review is as below

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary of the Company and ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2022-23:

Name	% Increase / (Decrease) in the remuneration	Ratio of the remuneration of each Director / to median remuneration of the employees
Executive Directors
Nipul Keniya Managing Director	37%	l: 8.44
Ankita Solanki Chief Financial Officer	N.A. Appointed on 11^th Nov,2022	1:1.19
Shruti Chavan Company Secretary and Compliance Officer	10%	l: 1.10

ii. The percentage increase in the median remuneration of employees in the financial year: -0.35%

iii. The number of permanent employees on the rolls of the Company: 30 employees.

iv. Average percentile increase already made in the salaries of employees other than the managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

KMP	21.69%
Other Than KMP	7.04%

v. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per the Remuneration Policy of the Company

Form AOC - 2

(Pursuant to clause (h) of sub section (3) of section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014)

Sr, No.				Particulars	Details
1.	Details of Contracts or arrangements or transactions not at armâs length basis				NIL
2.	Details of material contracts or arrangements or transactions at armâs length basis				As follows

Name(s) of the related party and nature of relationship	Nature of contracts/ arrangement/ transactions	Duration of the contracts / arrangements / transactions	Salient terms of the contracts or arrangements or transactions including the value, if any:	Date(s) of approval Amount paid as by the Board, if advances, if any: any:
Marketing and Engineering Solutions (MES), Inc.	Sale of Goods	FY 2022-2023	NA	4^th May, 2022	f55,39,57,973/-
Marketing and Engineering Solutions (MES), Inc.	R&D Charges Received	FY 2022-2023	NA	4^th May, 2022	?5,25,39,735/-
Marketing and Engineering Solutions (MES),Inc.	Sale of services	FY 2022-2023	NA	4^th May, 2022	?6,87,32,089/-
Marketing and Engineering Solutions (MES),Inc.	Advance for Purchase of Shares	FY 2022-2023	NA	4^th May, 2022	^40,40,121/-
MESH Works	Sale of services	FY 2022-2023	NA	4^th May, 2022	^34,57,050/-

28. Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013, and hence it is not required to formulate policy on Corporate Social Responsibility.

29. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future:

During the year under review there has been no

such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

30. Declaration by Independent Directors:

The Company had received a declaration from all the Independent Director of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing regulations and are independent of the management

31. Companyâs policy on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178:

The Nomination and Remuneration Committee (hereinafter the âNRCâ) has put in a place the policy on Board diversity for appointment of directors, taking into consideration qualification and wide experience of the directors in the fields of banking, finance, regulatory, administration, legal etc.

The remuneration policy of the Company has been so structured in order to match the market trends in the industry. The Board in consultation with the NRC decides the remuneration policy for Directors. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. Remuneration payable to Directors is determined by the contributions made by the respective Directors for the growth of the Company.

The Policy of the Company on Directorâs appointment and remuneration, including criteria as to qualifications, positive attributes, independence of a Director and other matters as required under Section 178 sub-section 3 of the Companies Act, 2013, is available on the website of the Company www.

bombaymetrics.com. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

32. Particulars of loans, guarantees or investments under section 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

33. Compliance of Applicable Secretarial Standards:

34. Management discussion and Analysis:

35. Particulars of Employee:

None of the employees has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

36. Risk Management:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy to ensure compliance with regulation 17 and 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We have an integrated approach to managing risks inherent in various aspect of our business. During the year, Management of the Company have evaluated the existing Risk Management of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee and the risk management policy is available on the website of the company at www. bombaymetrics.com

37. Internal Controls Systems and their adequacy:

The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations.

38. Material Changes and Commitments:

No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

39. Cost Audit:

The provision of Cost Audit as per section 148 is not applicable to the Company.

40. Details of Fraud reported by the Auditor:

As per auditorâs report, no fraud u/s 143(12) has been reported by the Auditor.

41. Disclosure as required under Section 22 of sexual harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013:

As per requirements of the Sexual Flarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent womenâs harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises. The Management and Board of Directors together with confirm a total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received :NIL

b) No. of Complaints disposed :NIL

42. Insolvency and Bankruptcy Code, 2016:

No application has been made under the Insolvency and Bankruptcy Code, 2016; hence the requirements to disclose the details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the financial year along with their status as at the end of the financial year is not applicable.

43. Details of Suspension of Trading

The securities of the Company were not suspended from trading during the financial year under review.

44. Cautionary Statement:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companyâs objectives, projections, estimates and expectations, may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

45. 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

Chairman

DIN:03087659

Date: 12^th July,2023 Place: Mumbai.

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