Your Directors have pleasure in presenting the 23rd Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the financial year ended 31st March 2024 is summarised below:

1. OVERVIEW AND STATE OF THE COMPANY’S AFFAIRS

Financial

The Company's financial performance for the financial year ended 31st March 2024 is summarised below:

• The company achieved a total revenue of ^2,853.64 million, primarily driven by strong operational performance.

• Cost of materials consumed remains the largest expense, accounting for ^2,620.30 million, reflecting efficient use of resources.

• Financial costs, amounting to T100.58 million, highlight the impact of borrowings and financing on overall profitability.

• The company successfully managed its tax liabilities with a deferred tax gain of ^2.66 million, contributing to a net profit of ^28.54 million for the period.

By presenting these financial and operational highlights, the company's improved performance and strategic management can be effectively communicated to stakeholders, showcasing a positive outlook and future potential.

2. IMPORTS

For the financial year ended 31st March 2024 company was majorly involved in importing and trading of Aluminium Scrap mainly Tread and Taint Tabor from many countries like USA, Israel, United Kingdom, Different parts of Europe and many other.

3. DIVIDEND

After a thorough review of the company's financial position and in light of our strategic plans for expansion and growth, the Board of Directors has concluded that it would be prudent to conserve resources at this juncture. Therefore, it has been decided not to recommend a dividend for the fiscal year 2023-24.

This decision aligns with our long-term vision of strengthening the company's financial foundation and ensuring its continued success. We believe that by reinvesting profits back into the business, we can capitalize on growth opportunities, enhance shareholder value, and secure a robust future for Bothra Metals and Alloys Limited.

4. FUTURE PROSPECTUS

Bothra Metals and Alloys Limited stands at the threshold of a new chapter, having recently navigated a successful settlement with the National Company Law Tribunal (NCLT) and emerged with a green chit. This milestone not only signifies the resolution of past challenges but also marks the beginning of a transformative journey for a company with a rich legacy in the manufacturing of Aluminium Extrusion Profiles, Billets, and Ingots, as well as the import and trading of Metal Scrap. With its financial foundations now stronger than ever, Bothra Metals and Alloys Limited is poised to quickly regain its footing and chart a course for accelerated growth.

Market penetration and expansion are key objectives, with Bothra Metals and Alloys Limited focusing on increasing its presence in existing markets while exploring new territories to fuel business growth. Sustainability and innovation are integral to the company's ethos, with plans to further reduce its environmental impact and explore green initiatives within the aluminum production process.

Financial stability and strategic growth are at the forefront, with Bothra Metals and Alloys Limited well-positioned to consider acquisitions, partnerships, and investments that align with its long-term goals. The company invites investors to be part of this exciting journey, offering a unique opportunity to invest in a revitalized and forward-thinking enterprise within the metals industry.

As Bothra Metals and Alloys Limited embarks on this path of transformation, it aims to solidify its position as a leading global player in aluminum manufacturing and trading. With a clear vision, a robust financial foundation, and a dedicated team, the company is set to achieve significant milestones in the coming years. We extend an invitation to investors to join us in building a stronger, more sustainable, and more profitable future for Bothra Metals and Alloys Limited.

5. HEALTH, SAFETY & ENVIRONMENT

At Bothra Metals and Alloys Limited, we are convinced that our prosperity is closely linked to our dedication to environmental sustainability, the well-being and safety of our employees, and fulfilling our social obligations. In this Annual Report for 2022-23, we aim to underscore our persistent endeavors and successes in these critical domains.

Preserving the Environment

At Bothra Metals and Alloys Limited, safeguarding and conserving the environment is a core principle. We are unwavering in our efforts to minimize our ecological footprint and actively promote sustainable practices throughout all our operations. Our dedication to environmental responsibility is evident in every aspect of our activities, ensuring we contribute positively to the planet.

Well-being and Security

The health and safety of our staff, contractors, and the communities around us are our utmost priorities. We are devoted to maintaining a secure and healthy workspace for all our stakeholders. We stay alert to ensure the welfare of everyone connected with our company.

Corporate Citizenship

We hold the belief that corporate responsibility extends beyond our business activities. Bothra Metals and Alloys Limited is deeply involved with the communities where we conduct our operations, aiming to create a positive difference. We take pride in our contributions to the social progress of the areas we are present in, and we remain dedicated to advancing these initiatives.

Future Perspectives

As we progress, we acknowledge that our duty to the environment, health, safety, and society is an enduring path. We are committed to consistently enhancing our performance in these fields and setting more ambitious goals for our achievements. By embedding sustainable practices into our business approaches, nurturing a safety-first culture, and addressing the social requirements of our communities, we aim to generate lasting value for our stakeholders.

6. INDUSTRY OUTLOOK

International

In the international arena, the metals and alloys industry has experienced a complex set of challenges and opportunities over the past year. The global economic landscape has been marked by fluctuating demand, driven by factors such as changes in consumer behaviour, technological advancements, and the recovery from the global pandemic. Emerging markets have shown significant potential for growth, particularly in sectors like automotive, construction, and renewable

energy, which are key consumers of aluminum products.

The international focus on sustainability and the push towards a low-carbon economy have also influenced the industry. There is a growing demand for lightweight, durable, and recyclable materials like aluminum, which can contribute to reducing carbon emissions. This has led to an increase in investment in innovative production technologies and recycling processes.

Geopolitical tensions and trade policies have introduced elements of uncertainty, affecting raw material prices and supply chains. Despite these challenges, Bothra Metals and Alloys Limited remains optimistic about the international market's potential. We are committed to expanding our global footprint, exploring new markets, and forging strategic partnerships to capitalize on emerging opportunities.

Domestic

The domestic industry outlook for metals and alloys in Bharat has been characterized by a robust recovery and promising growth prospects. The Bharatn economy's resilience and the government's focus on infrastructure development, urbanization, and the Make in Bharat initiative have created a favorable environment for the industry.

The domestic market for aluminum products, in particular, has seen a surge in demand due to increased construction activities, growth in the automotive sector, and the expansion of consumer durables manufacturing. The government's push for renewable energy and the adoption of energy-efficient solutions have further boosted the demand for aluminum.

Bothra Metals and Alloys Limited is well-positioned to leverage these domestic trends. We are investing in capacity expansion, enhancing our product portfolio, and strengthening our distribution network

to meet the burgeoning demand. Our commitment to quality, innovation, and customer service ensures that we remain a preferred partner for our clients in the dynamic Bharatn market.

As we navigate the evolving industry landscape, Bothra Metals and Alloys Limited remains dedicated to maintaining its leadership position through strategic initiatives and a customer-centric approach. By prioritizing innovation and efficiency, we are committed to delivering sustainable growth and value to our stakeholders in both international and domestic markets. Our confidence lies in our ability to adapt and thrive, ensuring that we meet the needs of our customers while fostering long-term relationships. This approach guarantees continued success and reinforces our standing as a leader in the industry.

7. INTERNAL CONTROL SYSTEM AND ADEQUACY

Company ensures the presence of effective internal control systems across all operational domains. It utilizes the services of Internal & external auditors periodically, alongside in-house expertise and resources. The company consistently enhances these systems to align with the most advanced practices in the field.

The reports and discrepancies identified are frequently deliberated upon with the management and committee members, with appropriate action taken whenever required. An independent audit committee appointed by the board assesses the sufficiency of the internal control measures in place.

11. SHARE CAPITAL

As of 31st March 2024, the Paid-Up Equity Share Capital stood at Rs. 18.52 Crores. Throughout the year under review, the company did not issue any shares with differential voting rights, nor did it grant stock options or sweat equity shares.

12. STEPS IN MANUFACTURING AND PROCUREMENT

At Bothra Metals and Alloys Limited, we are committed to continuously enhancing our operational efficiencies and exploring new avenues for business growth. As part of our strategic initiatives, we have undertaken several steps in manufacturing and procurement to drive excellence in our operations. We place great emphasis on optimizing our manufacturing processes to improve overall productivity and yield. By leveraging advanced technologies and adopting best practices, we strive to enhance the efficiency of our manufacturing operations, minimize waste, and maximize output. Quality is at the core of our manufacturing operations. We adhere to stringent quality control measures to deliver products that meet the highest industry standards. Efficient procurement and supply chain management are critical for our success. We work closely with our suppliers to establish strong partnerships and ensure a reliable supply of raw materials.

13. MAJOR EXPANSION PLAN

Bothra Metals and Alloys Limited is pleased to unveil its ambitious expansion plan, capitalizing on the promising trends in the Bharatn and international markets for metal scrap and aluminium extrusion profiles. In light of the remarkable growth in these sectors, the company is strategically poised to embark on a significant expansion journey. Recognizing the enormous potential of the metal scrap industry, we plan to leverage our network in the metal industry to meet the escalating demand for metal scrap both domestically and internationally. The metal scrap industry has witnessed substantial growth, with a global market size estimated to reach $406.16 billion by 2027, driven by increasing industrialization, infrastructure development, and the growing focus on sustainable practices. Furthermore, we are excited to announce our intention to establish a new manufacturing facility dedicated to aluminium extrusion profiles. Equipped with state-of-the-art technology and modern machinery, this facility will enable us to produce high-quality aluminium profiles that meet the stringent requirements of various industries. The global aluminium extrusion market is experiencing significant growth, with a projected CAGR of 4.9% from 2021 to 2028. Our expansion plan combines the utilization of our existing manufacturing unit and the establishment of a new state-of-the-art aluminium extrusion profile unit. This strategic move positions us to capitalize on the growing market demand, expand our customer base, and create value for our stakeholders. Through continuous

innovation, implementation of best practices, and a customer-centric approach, we are confident in our ability to thrive in the dynamic metal industry.

14. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the company comprises Mrs. Lubdha Porwal as Chairman, Mr. Sunderlal Bothra, and Mr. Aditya Sukharam Saran as members. The Company Secretary acts as Secretary of the Committee. The Statutory Auditor, The Cost Auditor, and the Chief Financial Officer are permanent invitees to the meeting. The details of all related party transactions, if any, are placed before the Audit Committee. During the Year there were no instances where the board has not accepted the recommendation of the Audit Committee. The Audit Committee has also been responsible for monitoring and reviewing risk management assessment and minimization procedures, implementing and monitoring the risk management plan and identifying, reviewing, and mitigating all elements of risks to which the Company may be exposed.

16. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee was constituted which comprises Mr. Aditya Sukharam Saran as chairman Mr. Sunderlal Bothra, and Mrs. Lubdha Porwal as members of the Committees. The Company Secretary acts as the Secretary of the Committee. The Company has delegated the responsibility for share transfer and other routine share maintenance work to the Company Secretary and M/s Link Intime Bharat Pvt. Ltd., The Registrar and Share Transfer Agent of the Company. All requests for dematerialization and rematerialization of shares, transfer or transmission of shares and other share maintenance matters are completed within 10 days of receipt of valid and complete documents. Minutes of the committee meeting are circulated to all Directors and discussed at the Board Meeting.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

18. BOARD EVALUATION

Under the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, In the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting standards have been followed; Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of profit and loss of the company for the period. Proper and sufficient care has been taken for the maintenance of adequate accounting records following the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities. The annual accounts have been prepared on a going-concern basis. Internal financial controls laid down by the Directors have been followed by the company and such internal financial controls are adequate and are operating effectively. A proper system to ensure compliance with the provision of all applicable laws was in place and was adequate and operating effectively. The board has carried out an annual performance evaluation of its performance, the directors' individual as well as the evaluation of the working of its Audit, Nomination, and Remuneration Committees.

19. RISK MANAGEMENT

Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit Committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risks through means of a properly defined framework.

20. EXTRACTS OF ANNUAL REPORT

The details forming part of the extracts of the Annual Return in Form MGT-9 as required under section 92 of the Companies Act, 2013, is marked as Annexure “A” which is annexed hereto and forms part of the Board Report.

21. DECLARATION BY INDEPENDENT DIRECTOR

Mr. Aditya Sukharam Saran and Mrs. Lubdha Porwal are Independent Directors on the Board of the Company. The company has received declarations from all Independent Directors of the company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

22. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Vinesh K Shah & Associates practising Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March 2024 is annexed herewith.

23. DIRECTOR'S RESPONSIBILITY STATEMENT

According to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that :

• In the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting standards have been followed;

• Appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the period.

• Proper and sufficient care has been taken for the maintenance of adequate accounting records by the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

• The annual accounts have been prepared on a going-concern basis.

• Internal financial controls laid down by the Directors have been followed by the company and such internal financial controls are adequate and are operating effectively.

• A proper system to ensure compliance with the provision of all applicable laws was in place and was adequate and operating effectively.

24. ACKNOWLEDGEMENT

Your Directors record their deep appreciation for the encouragement, assistance and cooperation received from members, government authorities, banks and customers. They also thank them for the trust reposed in the Management and wish to thank all employees for their commitment and contributions.