To,

The Members,

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

1. Financial Results:

Our Company has been incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 28 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:

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/~

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. 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 ?6,00,00,000/- (Rupees Six Crore Only) to \25,00,00,000/- (Rupees Twenty-Five Crore) with effect from 4 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 3:1:

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 3:1 ie. 3 fully paid Bonus Shares of \10/- 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 Company's supply chain management business.

?) 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 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" November, 2022.

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 227 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 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 227 May, 2023.

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? 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.

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.

Dividend:

Your Directors are pleased to recommend final dividend of \0.40/- (Rupee Forty Paise Only) per Equity Share having face value of \10/- 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.

Share Capital:

Authorised Share Capital:

During the year under review, your Companyincreased 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% 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 3:1. 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).

Transfer to reserves:

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

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.ef. 15 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% April, 2017.

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.

14. Directors' Responsibility Statement:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

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

(i) 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 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;

13. Directors and Key Managerial Personnel:

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 Non- Executive Director and Four Independent Non- Executive Directors

The details are as below:-

(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% 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" Annual General Meeting to be held in 2026.

Statutory Auditors' comments on the Annual Financial Statements of the Company for year ended 31% 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,

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-IIL

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 2022- 2023.

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 Performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

The above criteria are broadly based on the Guideline Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

In a separate meeting of independent directors, the performance of non- independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and non- executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and inputs in meetings etc.

The Performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out include participation and contribution by a director,

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. ~~ Stakeholders' Relationship Committee iii. Nomination and Remuneration Committee

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 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.

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

During the financial year ended on 31s March 2023, 1(One) meetings of the Stakeholders Relationship Committee were held on 28% March ,2023 which was attended by all the members of the committee.

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

24. 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 year under review the independent Director Meet 1 (One) time as on 28" March,2023

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

The information on Conservation of Energy,

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 “NRC Committee”) comprises of:

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:

26. Related Party Transactions:

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 employee's 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:

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:

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

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.

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 Company's 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.

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 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:

The Nomination and Remuneration Committee (hereinafter the “NRC”) 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 Director's 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:

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.

34. 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 as an Annexure-1V.

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 auditor's 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 Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent women's 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 Companys objectives, projections, estimates and expectations, may constitute “forward looking statements” within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

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% July,2023 Place: Mumbai.

CAUTIONARY STATEMENT: Some of the statements in the report may be forward looking and are stated as required by applicable laws & regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook. The Company's Performance is dependent on several external factors such as performance of monsoons, government policy, fluctuation of prices of raw material and finished products and also their availability, and not to say the least, the pandemic situation in the country, which could adversely affect the operations of the Company.