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

FINANCIAL HIGHLIGHTS

The Company's financial performance for the financial year ended 31st March 2025 is summarised
^below: (In Lakhs)

Financial Performance

• Improved Profitability: The company

successfully increased its Profit/Loss for the
Period from ^28.54 Lakhs to ^35.71 Lakhs,
demonstrating a stronger bottom line.

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

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

1. OVERVIEW AND STATE OF THE COMPANY’S AFFAIRS

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

3. DIVIDEND

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

4. FUTURE PROSPECTUS

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

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

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

5. HEALTH, SAFETY & ENVIRONMENT

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

Environmental Stewardship

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

Health and Safety

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

Social Responsibility

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

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

6. INDUSTRY OUTLOOK

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

Domestic Market Outlook

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

Infrastructure and Construction Boom

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

Electric Vehicle (EV) Revolution

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

Secondary Aluminium and Recycling

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

International Market Outlook

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

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

The Rise of "Green Aluminium":

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

Ferrous and Non-Ferrous Market Dynamics:

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

7. INTERNAL CONTROL SYSTEM AND
ADEQUACY

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

To strengthen governance, the Company
engages the services of both internal and

external auditors at regular intervals,
complemented by the expertise of its in¬
house teams. These audits and reviews
provide an objective evaluation of the
effectiveness of existing controls, identify gaps
or areas of improvement, and ensure
adherence to best industry practices.

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

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

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

11. SHARE CAPITAL

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

12. STEPS IN MANUFACTURING AND
PROCUREMENT

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

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

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

13. MAJOR EXPANSION PLAN

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

14. AUDIT COMMITTEE

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

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

16. NOMINATION AND REMUNERATION
COMMITTEE

A Nomination and Remuneration Committee,
a key body in our corporate governance, has
been constituted. It is chaired by Mr. Aditya
Sukharam Saran, with Mr. Sunderlal Bothra
and Mrs. Lubdha Porwal serving as members.
The Company Secretary acts as the
Committee's dedicated secretary. To ensure
maximum efficiency and compliance, the
company has delegated the responsibility for
all share transfer and other routine share
maintenance to the Company Secretary and
our official Registrar and Share Transfer
Agent, M/s Link Intime Bharat Pvt. Ltd. All
requests for dematerialization,

rematerialization, and transfers are
completed promptly within 10 days of
receiving valid documentation. The minutes
of all committee meetings are promptly
circulated to all Directors and formally
discussed during the next Board Meeting.

17. VIGIL MECHANISM/WHISTLE
BLOWER POLICY

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

18. BOARD EVALUATION

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

19. RISK MANAGEMENT

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

20. EXTRACTS OF ANNUAL REPORT

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

21. DECLARATION BY INDEPENDENT
DIRECTOR

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

22. SECRETARIAL AUDITORS

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

23. DIRECTOR'S RESPONSIBILITY
STATEMENT

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

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

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

24. ACKNOWLEDGEMENT

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

For Bothra Metals & Alloys Ltd.
sd/-

Sunderlal Bothra
Managing Director
DIN:00737982

For Bothra Metals & Alloys Ltd.
sd/-

Kishanlal Bothra

Director

DIN:00738027

Place: Mumbai
Date: 29 August 2025