To,

The Members of

Baroda Extrusion Limited

Your Directors present this 34 th Annual Report of the Company on the business and operations of the Company together with Standalone Audited Financial Statements (IndAS based) for the Financial Year ended 31st March, 2025 and the report of the Auditors thereon.

1. FINANCIAL HIGHLIGHTS:

The Company ' s financial performances for the year under review along with previous year ' s figures are given hereunder:

(Rs. in Lacs)

2. STATE OF COMPANY?fS AFFAIRS AND REVIEW OF BUSINESS OPERATIONS & FUTURE PROSPECTS:

During the year under review, the revenue from operations increased by 24.55% from Rs. 12,780.45 Lakhs in FY 2023-24 to Rs. 15,919.17 in FY 2024-25. Profit before interest, tax, depreciation, and amortization ( ' EBITDA ' ) increased by 100% from Rs. -109.80 Lakhs in FY 2023-24 to Rs. 2,192.06 Lakhs in FY 2024-25. Profit after tax from Operations increased by 100% from Rs. -110.71 Lakhs in FY 2023-24 to Rs. 1,972.03 in FY 2024-25. Earnings per share have increased from Rs. -0.07 per share in the FY 2023-24 to Rs. 1.32 per share, recording a growth of 100%. The key growth drivers for profits during the year have been increased sales volume, cost optimization measures, and expansion into new markets.

The Board of Directors are happy to inform you that the Company has maintained the financial position as per the target. We are one of the leading producers of a highest range of manufacturing and supply of premium copper products, catering to various industrial and electrical applications. We are focusing to build long lasting customer relationship which will make us preferred supplier.

In present business scenario, Company is exploring for better growth and will be able to maintain it in by following global standards. However, Company needs to spread its wings and its portfolio by

adding new products for emerging amongst new global suppliers.

3. DIVIDEND:

Your directors have decided not to declare any dividend for the financial year 2024-25. This is mainly

to conserve the Financial resources of the Company for future growth of the Company. Considering the Market Capitalization, the provisions of Dividend Distribution Policy is not applicable to the Company for the FY 2024-25.

4. TRANSFER TO RESERVES:

No amount is proposed to be transferred to general reserves for the financial year 2025. The closing balance of retained earnings of the Company for financial year 2024-25 for all appropriations and adjustment was Rs. (-36.34) Cr. During the year the Company has not transferred any amount to general reserve.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the financial year ended 31.03.2025.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY:

In terms of Section 134(3)(l) of the Companies Act, 2013, there have not been any material changes and commitments affecting the financial position of the Company which have occurred during the financial year 2024-25.

7 . PREFERENTIAL ALLOTMENT BASIS TO THE PROMOTOR AND NON-PROMOTER GROUP:

The Company, in the month of May 2025, successfully issued Preference Shares through a public offering. The said offer received an overwhelming response from investors. The Management expresses its sincere gratitude to the Securities and Exchange Board of India (SEBI) and all other statutory authorities for granting the necessary approvals for the issuance of Preference Shares. The Company is also deeply thankful to the investors for their trust and confidence in the Company. The Approval of Preference Shares were listed on the Bombay Stock Exchange Limited (BSE) on 14.08.25.

8 . SHARE CAPITAL AND CHANGE THEREIN:

Subsequent to the completion of the Preferential Allotment Basis to the Promotor and Non-Promoter Group, the paid-up equity share capital of the Company increased from Rs. 14,90,49,000 to Rs. 19,43,82,316.

During the year 2025-26, the Company have issued 4,53,33,316 equity shares to the Promotor and Non-Promoter category at an issue price of Rs. 1/- per equity shares, including a share premium of Rs. 7.25/- per equity share through Preferential Allotment basis.

Authorised Share Capital of the Company is increased from Rs.15,00,00,000 (Rupees Fifteen Crore Only) divided into 15,00,00,000 (Fifteen Crores) Equity Shares of Rs.1/- (Rupees One Only) each to Rs. 20,00,00,000 (Rupees Twenty Crores Only) divided into 20,00,00,000 (Twenty Crores) Equity Shares of Rs.1/- (Rupees One Only) each, by creation of additional Equity Shares amounting to Rs. 5,00,00,000/- (Rupees Five Crores Only) divided into 5,00,00,000 (Five Crores) Equity Shares of Rs. 1/- (Rupees One Only) each raking pari passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Article of Association of the Company;

Issued, Subscribed and Paid-up share capital of the Company is Rs. 19,43,82,316/- (Rupees Nineteen Crore Forty-Three Lacs Eighty-Two Thousand Three Hundred Sixteen only) divided into 19,43,82,316 (Nineteen Crore Forty-Three Lacs Eighty-Two Thousand Three Hundred Sixteen only) Equity Shares of Rs. 1/- (Rupees Ten Only) each.

The Company in its Board Meeting dated 2 nd April, 2025 has approved allotment of 4,53,33,316 equity shares of Rs. 1/- each on preferential basis to persons belonging to the Promotor and Non-Promoter category.

Buy Back of Securities

Your Company has not bought back any of its securities during the year under review.

Sweat Equity

Your Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

Your Company has not issued any Bonus Shares during the year under review.

Employee Stock Option Plan

Your Company has not provided any Stock Option Scheme to the employees.

9. DIRECTORS, KEY MANAGERIAL PERSONNEL AND CHANGE THEREIN:

During the year under review, there were changes in the composition of the board of directors and KMP of the company.

At the end of the year following are the directors of the company

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons are

acting as Key Managerial Personnel of the Company as on the date of this Report: ?€ i Mr. Parasmal Kanugo: Chairman & Managing Director ii Mr. Alpesh Kanugo: Executive Director iii Ms. Vaishali Joshi: Company Secretary cum Compliance Officer

The Board on recommendation of Nomination and Remuneration Committee and subject to the approval of the shareholders by way of a Special Resolution proposed to reappoint Mr. Rikesh Shah (DIN: 08692578), as Independent Director with effect from 2nd May, 2025 for a period of 5 (Five) years and Mr. Yadunandan Patel (DIN:08692625) as Independent Director with effect from 2nd May, 2025 for a period of 5 (Five) years.

The details in respect of qualification, area of expertise etc. of all the above appointee directors are provided in annexure to the notice. You are therefore in the interest of the company requested to accord your consent to these resolutions.

Based on the confirmation received from the Directors, neither of these Directors are disqualified under Section 164(2) of the Act.

10. INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with sub rule (1) and sub rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations and they are independent of the management and they have complied with the code for independence prescribed in Schedule IV of the Act.

In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed 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 judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. They are not liable to retire by rotation in terms of Section 149(13) of the Act.

The Board is of the opinion that the all Directors including the Independent Directors of the Company possess requisite qualifications, experience and expertise in their relative fields and that they hold highest standards of integrity.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors ' Databank maintained with the Indian Institute of Corporate Affairs ( " IICA " ) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

11. DIRECTORS?f RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Director ' s Responsibility Statement the Company confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 at the end of the financial year and of the profit and loss of the company for that period;

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The directors had prepared the annual accounts on a " going concern basis " ; and

5. The directors of the company had tried to lay down internal financial controls to be followed by the company to achieve adequacy and effectiveness in such internal financial controls for the coming financial year.

The Directors had tried to devise proper systems to ensure compliance with the provisions of all applicable laws and that such systems 6. were adequate and operating effectively.

12. FAMILIARISATION PROGRAMME:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme

imparted to Independent Directors are available on the Company ' s official website at https://www.barodaextrusion.com/policies.html

13. PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 134(3)(p) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its requisite Committees.

The evaluation has been carried out with a well-structured questionnaires taking into consideration various aspects and roles of the Board and its Committees such as knowledge, skills, conduct, integrity, contribution in setting up and achieving goals etc. The Board of Directors expressed their satisfaction with the evaluation process.

14. BOARD AND COMMITTEE MEETINGS:

During the year under review, 5 Meetings of the Board of Directors were held in accordance with the provisions of the Companies Act, 2013 read with rules made there under and the applicable secretarial standards. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company.

Details of Committee Meetings

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015, as amended from time to time viz.

a. Audit Committee; b. Nomination and Remuneration Committee; c. Stakeholders Relationship Committee and

The Composition of all such Committees, number of meetings held during the year under review, attendance of each of the Directors at such meetings, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, one (1) Separate meeting of Independent Directors was held on 24.03.2025. The details of the Independent Directors Meeting and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF

THE ACT:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the Financial Statements and forms a part of this Annual Report.

17. INDUSTRIAL RELATIONS:

During the year under review, the Industrial Relations remained cordial. Your Company is committed to uphold its excellent reputation in the field of Industrial relations.

18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2024-25. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

1. No. of Complaints Received Nil

2. No. of Complaints Disposed off Nil

19. BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https://www.barodaextrusion.com/policies.html.

20 . MATERIAL CHANGES AND COMMITMENTS:

Your Directors are of the opinion that there are no material changes and commitments affecting financial position of the Company which have occurred between end of financial year of the Company and the date of this report.

21. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the applicable provisions of the Companies Act, 2013 read with the rules issued there under, Consolidated Financial Statements is not applicable to the Company.

22. EXTRACT OF ANNUAL RETURN:

A copy of the Annual Return as required under section 92(3) and Section 134(3)(a) of the Companies Act, 2013 has been placed on the website of the Company. The web-link as required under the act is as under https://www.barodaextrusion.com/financial-result.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to section 197 (12) of the Act read with Rule 5(2) and 5(3) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the

employees of the Company is given in Annexure ?gA?h. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days of the Company up to the date of the ensuing AGM. Any Member interested in obtaining such information may send their email to accounts@barodaextrusion.com.

There is no Employee in the company who was / is drawing remuneration more than managerial personnel nor there is any employee who has drawn remuneration more Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary and joint venture or associate Company.

25. CREDIT RATING:

List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad

NA

26. RELATED PARTY TRANSACTIONS:

All Related Party Transactions as entered into during the financial year were at Arm ' s Length basis and were in ordinary course of business. No materially significant related party transactions were entered by the Company with Promoters, Directors, Key Managerial Personnel, other designated persons or other related parties, which may have potential conflict with the interest of the Company at large.

All related party transactions were approved by the Audit Committee, as well as, the Board of Directors. The summary of such transactions is given in Note No. 30(K) of ' Notes forming part of Accounts ' .

In adherence with the requirements of the Listing Regulations, the Company has adopted a policy for dealing with Related Party Transactions the same is available on the website of the Company at https://www.barodaextrusion.com/policies.html

The Company is also submitting the disclosures of related party transactions on a consolidated basis as per Regulation 23 of the Listing

Regulations in the format specified by the SEBI to the Stock Exchanges and the same can be accessed on the Company ' s website at https://www.barodaextrusion.com/policies.html.

26. DISCLOSURE ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

In terms of Sub-section 3(m) of Section 134 of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure " B " forming part of this report.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment. A Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail the mechanism and also provides for direct access to the Chairman of the Company / Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism / Whistle Blower Policy are available on Company ' s website at - https://www.barodaextrusion.com/policies.

28. RISK MANAGEMENT POLICY OF THE COMPANY:

The Company is not required to constitute risk management committee as provided in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. However, the Company has in place an internal Risk Management Policy to monitor the risk plans of the Company and ensure its effectiveness. The Audit Committee has additional oversight in the area of financial risks.

29. POLICY ON NOMINATION AND REMUNERATION:

In compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and Remuneration policy which has been uploaded on the Company ' s website. The web-link for Nomination & Remuneration Policy is https://www.barodaextrusion.com/policies. The salient features of the NRC Policy are as under:-

a) Setting out the objectives of the Policy b) Definitions for the purpose of the Policy c) Policy for appointment and removal of Director, KMP and Senior Management. d) Policy relating to the remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees.

The details with respect to terms of Reference are provided in the Corporate Governance Report form part of this report.

30. CORPORATE SOCIAL RESPONSIBILITY (?gCSR?h) POLICY:

Your Company do not fall within the purview of Section 135 of the Companies Act, 2013.

31. INSIDER TRADING POLICY :

As required under the Insider Trading Policy Regulations of SEBI and amendments thereto, your Directors have framed Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider as well as Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The same is also posted on the website of the Company at https://www.barodaextrusion.com/Policy. During the previous year, the insider trading policy was revised, reviewed and adopted by Audit Committee and Board as well.

32. COMMITTEES OF THE BOARD:

The Company has already formed the following Committees to ensure timely compliances and better corporate governance of all the applicable rules and regulations:

(i) Audit Committee, 2) Nomination & Remuneration Committee and 3) Stakeholders Relationship Committee. The details about these committees are given in the Corporate Governance Report.

33. INSURANCE:

The properties of the Company including plant and machinery, stocks etc. have been adequately insured. The Company has also taken adequate insurance cover for loss of profit and Standing Charges.

34. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposal. The internal control systems are supplemented by an extensive program of internal audits, review by management guidelines & procedures. However, the Statutory auditors of the Company have reserved their opinion on the Internal Financial Controls with reference to the Financial Statements considering missing components of internal controls as provided in the Guidance Note of ICAI. The management is set to improve and put in place the missing controls to ensure proper compliance.

Company ' s control systems are time tested, documented and recognized under ISO Certification. On the financial side, periodic audits by Internal Auditors and External Auditors provide a means whereby identification of areas of improvement and corrective measures are taken whenever applicable.

35. FINANCE:

During the year under review, your Company availed various financial facilities from the existing Bankers as per the business requirements. Your Company has been regular in paying interest and in repayment of the principal amount of the term lenders.

36. AUDITORS:

A) Statutory Auditors

M/s. Maloo Bhatt & Co., Vadodara (Firm Registration No. 129572W), are proposed to be appointed as Statutory Auditors of the Company for a term of Five consecutive years from conclusion of the ensuing 33 rd Annual General Meeting to be held on 30 th September, 2024 till the conclusion of 38th Annual General Meeting.

B) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,The Company has appointed M/s. Swati Bhatt & Co., Practising Company Secretaries (C P No. 8004) as the Secretarial Auditors for the financial year 2024-25.There is no qualification or adverse remark in their report. The Report of the Secretarial Auditor is annexed herewith as Annexure ?e?fC?f?f .

C) Internal Auditors:

Pursuant to provisions of section 138(1) of the Companies Act, 2013, the Company has appointed M/s Surti & Talati, Chartered Accountants (ICAI Firm Registration no. 114924W), as internal auditors of the Company, to undertake the Internal Audit of the Company from FY 2025-26.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the Auditors ' Reports;

No disqualifications, reservations, adverse remarks or disclaimers have been reported in the Auditors ' Reports, requiring any explanation or comments by the Board of Directors of the Company.

D) Cost Auditor:

M/s. Divyesh Vagadiya & Associates, Cost Accountants (Firm Registration No.102628) have been appointed to conduct Cost Audit of the Company for the financial year 2025-26. The proposed remuneration for the said financial year, as stated in the notice of the ensuing Annual General Meeting, is to be confirmed by the shareholders as required under section 148 of the Act.

Further the company has made and maintained proper Cost Records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013 for its business activities carried out during the year.

37 . INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 and rules thereunder either to the company or the Central Government.

38. CORPORATE GOVERNANCE:

The Company has complied with all the applicable requirements of Corporate Governance as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Separate Report on Corporate Governance and a Certificate obtained from Swati Bhatt & Co., Practicing Company Secretaries, regarding compliance with the conditions of Corporate Governance and Management Discussions & Analysis Report which forms part of this Report.

39. THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?fS OPERATIONS IN

FUTURE:

No significant and/or material orders were passed by any Regulator or Court or Tribunal impacting

the going concern status and the Company ' s operation in future.

40. DEPOSIT:

During the year under review, no such instance occurred where the Company has failed to complete or implement any corporate action within specified time limit.

41. SECRETARIAL STANDARDS:

All the applicable secretarial standards are being followed by the Company.

42. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year 31 st March, 2025.

43. LOANS FROM DIRECTOR:

During the year, the Company has given and received loans from directors. The details of such transactions are as under:

Rs. In Lacs

44. ACKNOWLEDGEMENTS:

Your Directors wish to convey their gratitude and place on record their deep appreciation for the co-operation and continued support received by the Company from Government, Customers, Shareholders, Vendors, Bankers and all other Stake Holders, as well as Employees at all levels during the year.