Grand Foundry Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the Thirty Third (33^rd) Board Report of the Company together with the
Audited Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

Sr	Particulars	For the Year ended	For the Year ended
No.		31st March, 2025	31st March, 2024
1	Total Revenue (Net)	2.05	2.77
2	Profit before Depreciation & Amortization Expenses, Finance Cost and Tax	(29.31)	(16.65)
3	Less: Depreciation and Amortization Expenses	-	-
	Finance Cost	38.75	34.72
4	Profit before Tax	(68.06)	(51.38)
5	Exceptional Items	-	5.12
	Profit before Extraordinary item and tax	(68.06)	(56.50)
6	Extraordinary Items		-
	Less: Tax Expense (Deferred Tax)	-
7	Profit after Tax	(68.06)	(56.50)
8	Other Comprehensive Income	-	-
9	Balance of Profit as per last Balance Sheet	-	-
10	Balance Available for Appropriation	-	-
11	Bonus Shares issued	-	-
12	Dividend paid	-	-
13	Transfer to General Reserve	-	-
14	Balance of Profit carried to Balance Sheet	-	-

2. COMPANY’S PERFORMANCE AND REVIEW

The total revenue (net) of the Company for the year ended 31^st March 2025, decreased by 26% and stood at ?
2.05 Lakhs as against ? 2.77 Lakhs in the previous year. During the year the Company has incurred losses of ?
68.06 lakhs as against loss of ? 56.50 lakhs in the previous year. The performance during the year was not
satisfactory due to various reasons beyond the control of the Management. Shortage of funds and financial crisis
has impacted the working of Company. Since, the revenue has increased but due to cost and other expenses the
company has incurred losses.

3. STATE OF THE COMPANY’S AFFAIR AND BUSINESS REVIEW

The details of the Company’s affairs including its operations are more specifically given in the Management
Discussion and Analysis Report, which is given in this Annual Report.

4. SHARE CAPITAL

There was no change in the Share Capital during the financial year 2024-25. The paid -up Share capital of your
Company as on March 31, 2025 is Rs. 12,17,20,000/- (Twelve Crore Seventeen Lakh twenty thousand) divided
into 30430000 Equity Shares of face Value of Rs. 4/- (Rupees four only) each.

5. LISTING OF SHARES

The Equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and Bombay
Stock Exchange Limited (BSE). The Company has paid the requisite listing fees to the respective Stock
Exchanges for the financial year 2024-25.

6. DIVIDEND AND RESERVE

In view of accumulated losses, your directors do not recommend any dividend for the Financial Year 2024-25.
The details of the reserves and surplus are provided in the notes to the Audited Financial Statements.

7. TRASNFER TO RESERVE

During the year under review, no amount was transferred to reserves.

8. CHANGE IN THE NATURE OF BUSINESS

During the year under review there has been no change in the nature of business.

9. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73
and 76 of the Companies Act, 2013 (‘the Act’) read with Companies (Acceptance of Deposits) Rules, 2014.

10. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2025, the Company does not have any Subsidiary, Associate or Joint Venture Company.
Hence, preparation of consolidated financial statements and statements containing salient features of the
Subsidiary/ Associate or Joint Ventures companies in Form AOC-1 as per the provisions of Section 129 of the
Companies Act, 2013 is not applicable to the Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management
and Administration) Rules, 2014 and the Articles of Association of the Company, Ms. Shivani Jain, Director
of the Company, is entitled to retire by rotation at the ensuing Annual General Meeting (AGM) and being
eligible has offered herself for re-appointment.

Resignation:

• During the FY 2024-25, Ms. Siddhi Maheshwar has resigned from the post of Non-Executive Independent
Director of the Company w.e.f. August 07, 2024.

• However, after the closure of FY 2024-25, Mr. Vijay Paul Kaushal (DIN: 10197853) has resigned from the
post of Executive Director and CEO of the company w.e.f. June 20, 2025.

Appointment:

• During the FY 2024-25, Ms. Shefali Kesarwani (DIN: 10259458) was appointed as Non-Executive Non¬
Independent Director of the Company w.e.f. September 02, 2024, Mr. Rahul Sharma (DIN:10498796) was
appointed as Non-Executive Independent Director of the Company w.e.f. May 09, 2024, Mr. Rajat Kasliwal
(DIN: 07781908) was appointed as Non-Executive Independent Director of the Company w.e.f. August 08,
2024, Mr. Rahul Bhardawaj (DIN: 10101443) and Ms. Siddhi Maheshwari (DIN: 10001209) was appointed
as Independent Directors of the Company w.e.f. July 11, 2024.

• After the closure of FY 2024-25, Mr. Ashish Kumar (DIN: 08052525) was appointed as Additional Director
and CEO of the Company and w.e.f. June 20, 2025.

Pursuant to Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
(hereinafter referred to as ‘Listing Regulations’) and Secretarial Standards on General Meeting (SS-2) issued
by the Institute of Company Secretaries of India (ICSI), brief resume of the Director proposed to be appointed
in the ensuing Annual General Meeting is annexed in Notice of 33^rd Annual General Meeting of the Company.

All the Independent Directors of your company have given declarations that they meet the criteria of
Independence laid down under Section 149(6) of the Act and the Listing Regulations.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

However, after the end of financial year 2024-25, Mr. Vijay Paul Kaushal has resigned from the position of
Director and Chief Executive Officer w.e.f. June 20, 2025.

Further, the Company has appointed Mr. Ashish Kumar as Executive Director and Chief Executive Officer and
Executive Director of the Company w.e.f. June 20, 2025. Hence, The Company has complied with the
requirements of having Key Managerial Personnel as per the provisions of Section 203 of the Act.

12. ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD

As per the provisions of Section 134 and Schedule IV of the Companies Act, 2013 the Board of Directors need
to evaluate its own performance, the performance of all the individual Directors of the Company and the
performance of committees of the Board.

The Board has carried out evaluation of its own performance, the directors individually as well as the working
of its Audit Committee, Nomination & Remuneration Committee and Stakeholders’ Relationship Committee
of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, Non¬
Executive and Independent Directors. Such questions are prepared considering the business of the Company
and the expectations that the Board have from each of the Directors. The evaluation framework for assessing
the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Ability to contribute to and monitor our corporate governance practices

The Independent Directors at their meeting held on 12^th February, 2025, evaluated performance of the
Chairperson, non-independent directors of the Company and the performance of the Board as a whole.

The Directors expressed their satisfaction to the outcome of the aforesaid evaluations and consented for
continuation of present term of appointment of each of the Independent Directors.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief and according to the information and explanations
obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 hereby state that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;

2. your Directors have 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 March 31^st, 2025 and of the loss of the company for that period;

3. your Directors have 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. your Directors have prepared the annual accounts on a going concern basis;

5. your Directors have laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and

6. your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

14. MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company’s business policy and strategies apart
from the other business of the Board.

During the year under review, the Board met Eight (8) times. The details of the meetings of Board of Directors
and the attendance of the Directors at the meetings are provided in the Report on Corporate Governance, which
forms part of this report. The intervening gap between the two consecutive meetings was within the period
prescribed under the Companies Act, 2013 and Secretarial Standard on Board Meetings (SS-1) issued by ICSI.

15. COMMITTEES OF THE BOARD

The Board has constituted its committees in accordance with the provisions of the Companies Act, 2013 and as
per the Listing Regulations. There are currently three Committees of the Board, which are stated as follows:

a. Audit Committee;

b. Stakeholders’ Relationship Committee;

c. Nomination and Remuneration Committee;

Details of all the Committees along with their charters, composition and meetings held during the year 2024¬
25, are provided in the “Report on Corporate Governance” which forms part of this Annual Report.

16. AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of the Listing Regulations. The Audit Committee of the Company reviews the reports to be
submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the
Company’s internal control and financial reporting process.

All the recommendations made by the Audit Committee were accepted and approved by the Board.

The Composition of the Audit Committee is also given in the “Report on Corporate Governance” which forms
part of this Annual Report.

17. STATUTORY AUDITORS

In terms of Section 139 of the Act, Members of the Company at the 31st AGM held on September 29, 2023
had appointed M/s. Ashwani & associates (Firm Registration No. 000497N) as the Statutory Auditors for a
term of 5 years commencing from till the conclusion of the 36th AGM to be held in year 2028.

18. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration Managerial Personnel) Rules, 2014, the company has appointed M/s. Nitin Nagar & Co,
Company Secretaries, Noida as Secretarial Auditor of the Company for the Financial Year ended March 31,
2025

The Report of the Secretarial Auditor for F.Y. 2024-25 is appended to this Report as (Annexure I) which forms
part of this Annual Report.

With regard to observations made by the Secretarial Auditors in their Report, your directors have stated their
representation as (Annexure IA):

19. INTERNAL AUDIT:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules,
2014, M/s. Ajay Kanjhlia, Chartered Accountants, Delhi, were appointed as Internal Auditors of the company
for the Financial Year 2024-25.

Based on the report of internal audit, the management takes corrective action in respective areas observed and
thereby strengthen the controls.

20. INTERNAL FINANCIAL CONTROL:

Your Company has an adequate Internal Control System commensurate with the size, scale and complexity of
its operations and well-documented procedures for various processes which are periodically reviewed for
changes warranted due to business needs.

The Audit Committee evaluates the efficiency and adequacy of financial control system prevailing in the
Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company and strives to maintain the Standards in Internal Financial Controls. This system of internal control
facilitates effective compliance of Section 138 of the Act and the Listing Regulations.

During the year under review, no reportable material weakness in the operation was observed. Regular audit
and review processes ensure that such systems are reinforced on an ongoing basis.

21. ANNUAL RETURN

Pursuant to the provisions of section 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, Annual return as on March 31, 2025, is placed on the website
of the Company at www.gfsteel.co.in

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism/Whistle Blower Policy has been put in place in accordance with Section 177 of the
Companies Act, 2013 for the Directors and Employees to report their genuine concerns about unethical
behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. The mechanism provides
for adequate safeguards against the victimization of Director(s) and Employee(s) who avail of the mechanism.
Directors and Employees may make protected disclosure under the policy to the Compliance Committee
constituted by the Company to administer the internal code of business conduct. In exceptional cases, Directors
and Employees have direct access to the Chairman of the Audit Committee. Further no personnel have been
denied access to the Compliance Committee/ Chairman of the Audit Committee, as the case may be. The details
of the Vigil Mechanism/ Whistle Blower Policy is explained in the Report on Corporate Governance and is also
made available on the website of the Company at www.gfsteel.co.in

No complaints were received under whistle blower mechanism during the year under review.

23. REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and on recommendation of the
Nomination and Remuneration Committee, the Board framed a Policy relating to the selection and appointment
of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Policy includes
criteria for determining qualifications, positive attributes and independence of a director and other matters. The
functions of the Nomination and Remuneration Committee are disclosed in the Corporate Governance Report,
which forms part of the Annual Report.

24. PARTICULARS OF EMPLOYEES:

Disclosure with respect to the ratio of remuneration of each Directors to the median employees’ remuneration
as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed
under provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be
provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the
shareholders and others entitled thereto, excluding the said information which will be made available for
inspection by the shareholders at the Registered Office of the company during business hours on any working
days of the Company up to the date of the ensuing Annual General Meeting. If any shareholder is interested in
inspecting the same, such shareholders may write to the Company Secretary in advance.

25. BUSINESS RISK MANAGEMENT:

The Company has formulated and implemented a Risk Management policy in accordance with the provisions
of the Act in order to address the business risks associated with the Company. The Company periodically
reviews the risk management practices and actions deployed by the management with respect to the
identification, impact assessment, monitoring, and mitigation and reporting of key risks while trying to achieve
its business objectives.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All Related Party Transactions entered during the year under review were on arm’s length basis and in ordinary
course of the business and none of them were material.

No material related party transactions were entered during the year under review by your Company. Hence,
accordingly disclosure as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not
applicable to the company.

All the RPTs were placed before the Audit Committee for its approval and the Committee had granted its prior
approval/omnibus approvals, as the case may be, for all related party transactions considering their nature.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

During the year under review, the Company has made investments, advanced any loans or provided any
guarantee falling under Section 186 of the Companies Act, 2013 (“the Act”). The details of the same is provided
in the Balance sheet.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

The Company has made application to BSE Ltd and NSE Ltd for re-classification of promoter/promoter group
and now Minal Kiran Jangla, Heena Ashok Mehta and Namita Hiten Jangla are no longer promoters of the
Company. The new promoter of the Company is Ms. Madhu Garg.

However, after the end of FY 2024-25, the Share Purchase Agreement (SPA) has been signed between the
Specified Promoters of the Company - Mrs. Madhu Garg and Acquirer - Mr. Gaurav Goyal and Mr. Rakesh
Kumar Bansal on 26.06.2025, pursuant to which the Acquirers proposes to acquire from Specified Promoters
upto 2,13,50,360 equity shares representing (70.16%) of paid up share Capital of the Company, held by the

Specified Promoters for consideration of Rs. 1.40/- per share and its related rights and obligations and along
with complete management and control of the company.

Further, public announcement was made under regulation 3 (1) and 4, read with regulation 15(1) of the SEBI
(SAST) Regulations 2011 and open offer was made to the shareholders of Grand Foundry Limited for
acquisition of upto 79,11,800 equity shares representing 26% of the total paid up/voting share capital of Grand
Foundry Limited from its public shareholders by Mr. Rakesh Kumar Bansal and Mr. Gaurav Goyal.

29. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There has been no material change/commitment affecting the financial position of the Company during the
period from the end of the financial year on 31^st March, 2025 to the date of this Report. There has been no
change in the nature of business of the Company.

Company faced issues in preparation of financial Statements and hence Company re-grouped/re-arranged
wherever necessary.

30. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy and technology absorption as required under Section 134
(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished
in “Annexure - III” to this report.

There were no foreign exchange inflow and outflow during the year under review.

31. DETAILS OF PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or proceedings initiated against the Company
under the Insolvency and Bankruptcy Code, 2016 nor any such proceedings was pending at the end of financial
year under review.

32. REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulation, the following have
been made a part of the Annual Report and are appended to this report:

a. Management Discussion and Analysis;

b. Report on Corporate Governance;

c. Declaration on Compliance with Code of Conduct;

d. Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company have
been debarred or disqualified from being appointed or to act as director of the Company; and

e. Auditors’ Certificate regarding compliance with conditions of Corporate Governance.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE UNDER
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy to abide by
letter and spirit requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder. All the women employees either permanent, temporary
or contractual are covered under the said policy. The said policy is updated internally to all the employees of
the Company. The policy is updated on the website of the Company at www.gfsteel.co.in. An Internal
Complaint Committee (ICC) is not constituted as the same is not applicable to the Company.

The details of the complaints in relation to the Sexual Harassment of Women at Workplace
filed/disposed/pending is given in the Report on Corporate Governance which is forming part of this Annual
Report.

34. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and
rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and
implemented any policy on Corporate Social Responsibility initiatives.

35. MAINTAINENCE OF COST RECORDS:

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 of Section 134(3) of Companies Act,
2013 regarding maintenance of cost records are applicable to the Company and the specified accounts and
records have been made and maintained are in order.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and the Company has complied with all the applicable
provisions of the same during the year under review.

37. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under Review, there has been no one time settlement of loan taken from banks and financial
institutions.

38. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016

During the year under review, there were no application made or proceedings pending in the
name of the company under the Insolvency and Bankruptcy Code, 2016.

39. PREVENTION OF SEXUAL HARASSMENT

The Company’s goal has always been to create an open and safe workplace for every employee to feel
empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their
abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of
sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“PoSH Act”). Further, the Company has complied with the provisions
under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an
Internal Committee.

40. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the statutory benefits prescribed under the Act, including paid
maternity leave, continuity of salary and service during the leave period, and post-maternity support such as
nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to
fostering an inclusive and supportive work environment that upholds the rights and welfare of its women
employees in accordance with applicable laws.

41. SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standard-1 (Board Meeting) and Secretarial Standards-2
(General Meetings) (together referred to as the Secretarial Standards) w.e.f. 1st October, 2017 as approved by
the Central Government and issued by the Institute of Company Secretaries of India (ICSI) under the provisions
of Section 118(10) of the Companies Act, 2013.

42. INTERNAL CONTROL SYSTEMS

The Company’s internal control systems are adequate and commensurate with the nature and size of the
Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

43. ACKNOWLEDGEMENTS

Your directors gratefully acknowledge the support and cooperation received from various departments of the
Central and State governments, members, business associates, analysts, banks, financial institutions, customers,
distributors and suppliers, Business Partners and other stakeholders of the Company and also convey a sense of
high appreciation to all the employees of the Company for their hard work, dedication, continued commitment
and contributions.

For and on behalf of the Board of Directors
For Grand Foundry Limited

Shivani Jain

Place: Delhi Director and CFO

Date:13/08/2025 DIN: 10187386

---

Mar 31, 2024

Your Directors are pleased to present the Thirty Second (32^nd) Directors'' Report of the Company together with
the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

(Rs. in lakhs i

Sr No.	Particulars	For the Year ended 31st March, 2024	For the Year ended 31st March, 2023
1	Total Revenue (Net)	2.77	10.29
2	Profit before Depreciation & Amortization Expenses, Finance Cost and Tax	2.77	(43.16)
3	Less: Depreciation and Amortization Expenses	-	-
	Finance Cost	34.12	17.00
4	Profit before Tax	(56.50)	(60.15)
5	Exceptional Items	-	-
	Profit before Extraordinary item and tax	(56.50)	(60.15)
6	Extraordinary Items		50.46
	Less: Tax Expense (Deferred Tax)	-	-
7	Profit after Tax	(56.50)	(110.61)
8	Other Comprehensive Income	-	-
9	Balance of Profit as per last Balance Sheet	(56.50)	(110.61)
10	Balance Available for Appropriation	(1712.61)	(1656.11)
11	Bonus Shares issued	-	-
12	Dividend paid	-	-
13	Transfer to General Reserve	-	-
14	Balance of Profit carried to Balance Sheet	(1712.61)	(1656.11)

2. COMPANY''S PERFORMANCE AND REVIEW

The total revenue (net) of the Company for the year ended 31^st March 2024, decreased by 73.08% and stood at
? 2.77 Lakhs as against ? 10.29 Lakhs in the previous year. During the year the Company has incurred losses of
? 56.50 lakhs as against loss of ? 110.61 lakhs in the previous year. The performance during the year was not
satisfactory due to various reasons beyond the control of the Management. Shortage of funds and financial
crisis has impacted the working of Company.

3. STATE OF THE COMPANY''S AFFAIR AND BUSINESS REVIEW

The details of the Company''s affairs including its operations are more specifically given in the Management
Discussion and Analysis Report, which is given in this Annual Report.

4. SHARE CAPITAL:

There was no change in the Share Capital during the financial year 2023-24. The paid -up Share capital of your
Company as on March 31, 2024 is Rs. 12,17,20,000/- (Twelve Crore Seventeen Lakh twenty thousand) divided
into 3,04,30,000 Equity Shares of face Value of Rs. 4/- (Rupees four only) each.

5. LISTING OF SHARES:

The Equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and Bombay
Stock Exchange Limited (BSE). The Company has paid the requisite listing fees to the respective Stock
Exchanges for the financial year 2023-24.

6. DIVIDEND AND RESERVE:

In view of accumulated losses, your Directors do not recommend any dividend for the Financial Year 2023¬
2024. The details of the reserves and surplus are provided in the notes to the Audited Financial Statements.

7. TRASNFER TO RESERVE:

During the year under review, no amount was transferred to reserves.

8. CHANGE IN THE NATURE OF BUSINESS:

During the year under review there has been no change in the nature of business.

9. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73
and 76 of the Companies Act, 2013 (''the Act'') read with Companies (Acceptance of Deposits) Rules, 2014.

10. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2023, the Company does not have any Subsidiary, Associate or Joint Venture Company. Hence,
preparation of consolidated financial statements and statements containing salient features of the Subsidiary/
Associate or Joint Ventures companies in Form AOC-2 as per the provisions of Section 129 of the Companies
Act, 2013 is not applicable to the Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management
and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Vijay Paul Kaushal,
Director of the Company, is entitled to retire by rotation at the ensuing Annual General Meeting (AGM) and
being eligible has offered himself for re-appointment.

Resignation:

• Mr Gagan Chaturvedi (DIN: 09826175) (Non-Executive - Independent Director) has resigned from the
board of Directors w.e.f. February 22, 2024.

• Mrs. Minal Jangla (DIN: 00734650) has resigned from the board of Directors and CEO w.e.f. June 16,
2023.

• Mrs. Ganga Gupta (DIN: 09826175) has resigned from the board of Directors w.e.f. August 17, 2023.

• Mr. Anoop Kabra has resigned from the the position of CFO w.e.f. July 14, 2023

Appointment:

• Mr. Vijay Paul Kaushal (DIN: 10197853) and Ms. Shivani Jain (DIN: 10187386) was appointed as
Executive Directors of the Company w.e.f. August 10, 2023.

• Mr. Vijay Paul Kaushal and Ms. Shivani Jain was appointed as CEO and CFO of the Company respectively
w.e.f. August 10, 2023.

• Ms. Nalini Singh was appointed as Company Secretary & Compliance Officer of the Company w.e.f. August 10,
2023.

12. ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD:

As per the provisions of Section 134 and Schedule IV of the Companies Act, 2013 the Board of Directors need
to evaluate its own performance, the performance of all the individual Directors of the Company and the
performance of committees of the Board.

The Board has carried out evaluation of its own performance, the directors individually as well as the working
of its Audit Committee, Nomination & Remuneration Committee and Stakeholders'' Relationship Committee
of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, Non¬
Executive and Independent Directors. Such questions are prepared considering the business of the Company
and the expectations that the Board have from each of the Directors. The evaluation framework for assessing
the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Ability to contribute to and monitor our corporate governance practices

The Independent Directors at their meeting held on 13^th February, 2024, evaluated performance of the
Chairperson, non-independent directors of the Company and the performance of the Board as a whole.

The Directors expressed their satisfaction to the outcome of the aforesaid evaluations and consented for
continuation of present term of appointment of each of the Independent Directors.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations
obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 hereby state that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;

2. your Directors have 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 March 31^st, 2024 and of the loss of the company for that period;

3. your Directors have 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. your Directors have prepared the annual accounts on a going concern basis;

5. your Directors have laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and

6. your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

14. MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company''s business policy and strategies apart
from the other business of the Board.

During the year under review, the Board met Five (5) times. The details of the meetings of Board of Directors
and the attendance of the Directors at the meetings are provided in the Report on Corporate Governance, which
forms part of this report. The intervening gap between the two consecutive meetings was within the period
prescribed under the Companies Act, 2013 and Secretarial Standard on Board Meetings (SS-1) issued by ICSI.

15. COMMITTEES OF THE BOARD:

The Board has constituted its Committees in accordance with the provisions of the Companies Act, 2013 and
as per the Listing Regulations. There are currently three Committees of the Board, which are stated as follows:

a. Audit Committee;

b. Stakeholders'' Relationship Committee;

c. Nomination and Remuneration Committee;

Details of all the Committees along with their charters, composition and meetings held during the year 2023¬
24, are provided in the "Report on Corporate Governance" which forms part of this Annual Report.

16. AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of the Listing Regulations. The Audit Committee of the Company reviews the reports to be
submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the
Company''s internal control and financial reporting process.

All the recommendations made by the Audit Committee were accepted and approved by the Board.

The Composition of the Audit Committee is also given in the "Report on Corporate Governance" which forms
part of this Annual Report.

17. STATUTORY AUDITORS:

In terms of Section 139 of the Act, Members of the Company at the 31^st AGM held on September 29, 2023 had
appointed M/s. Ashwani & associates (Firm Registration No. 000497N) as the Statutory Auditors for a term of
5 years commencing from the conclusion of 31^st AGM till the conclusion of the 36^th AGM to be held in year
2028.

18. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration Managerial Personnel) Rules, 2014, the company has appointed M/s. Sudhanshu Singhal &
Associates, Company Secretaries, Delhi as Secretarial Auditor of the Company for the Financial Year ended
March 31, 2024.

The Report of the Secretarial Auditor for F.Y. 2023-24 is appended to this Report as (Annexure I) which forms
part of this Annual Report.

With regard to observations made by the Secretarial Auditors'' in their Report, your Directors would like to
state as under:

I) Pertaining to Companies Act, 2013:

a) Annual Filing form MGT-7 for the Financial Year ended 31.03.2023 was filed on 30.11.2023 which was due
on 28.11.2023.

b) Form MGT-14 in respect of appointment of Sudhanshu Singhal & Associates Company Secretaries as
secretarial auditor in lieu of resignation of previous secretarial auditor M/s SEP & Associates, Company
Secretaries and appointment of M/s Ajay Kanjhlia & Associates, Chartered Accountants, as the Internal
Auditor of the Company, the due date offilling form was 25.06.2023 which was filed on 28.06.2023.

c) Form MGT-14 in respect of filing of the Audited Financial Results for the Quarter and year ended 31st March
2023, the due date offilling form was 25.06.2023 which was filed on 21.09.2023.

d) Form MGT-14 in respect of the appointment of Mr. Vijay Paul Kaushal as Chief Executive Officer and Key
Managerial Personnel, appointment of Ms. Shivani Jain as Chief Financial Officer and Key Managerial

Personnel, and appointment of Ms. Nalini Singh as Company Secretary and Compliance Officer, the due date
offilling form was 09.09.2023 which was filed on 21.09.2023.

e) Form DIR-12 in respect of Resignation of Mr. Gagan Chaturvedi, Independent director of the Company has
been resigned from the directorship as on 22.02.2024, the due date offilling the form was 22.03.2024 which
was filed on 04.04.2024.

Board response- Company inadvertently skipped to file above forms in due course of time and the delay
was unintentional. Company inadvertently delayed to file the said above forms. When it came to the notice
of the Company, we filed the same along with the late fees. We will make every efforts to ensure that such
issues do not arise in the future.

II) Pertaining to Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011:

• Regulation 44(3) — The Company has delayed in filing voting results of the conclusion of General Meeting in XBRL
mode. BSE imposed fine of Rs. 11,800/- vide email dated 16/10/2023 and Company has deposited the fine amount on
19/10/2023.

Board response- Company inadvertently delayed in filing above voting results in due course of time due
to some technical error. When it came to the notice of the Company, we filed the same along with the fees.
We will make every efforts to ensure that such issues do not arise in the future.

• Regulation33(1)(d) — Annual Audit Report and Limited review report for the quarter ended June 2023 has been
signed by Auditor who did not hold valid Peer Review Certificate. The Bombay Stock Exchange sought clarification
from the company dated 12/01/20 24 regarding the same. The Company gave clarification on 22/01/2024 and has
submitted Impact Audit of Qualification as on dated (12/12/2023) mentioning therein that the Auditor does not hold
a valid Peer Review Certificate.

Board response- the exchange has sought the clarification and we submitted the same. The term of the
Auditor was expired last year 2023 and we appointed the new auditor M/s Ashwani & Associates who
hold valid peer Review Certificate.

• Regulation 23(9) — The Company has delayed in filing Related Party Disclosure reporting by 1 day for the half-year
ended September 2023. NSE has imposed a fine of Rs. Rs. 5900/- and the Company has applied for waiver of Fine
vide letter dated 08.01.2024 which is under consideration.

Board response- Company inadvertently delayed in filing above disclsoure in due course of time due to
some technical error. When it came to the notice of the Company, we filed the same along with the waiver
application to the exchange and the same is under processing. We will make every efforts to ensure that
such issues do not arise in the future.

• Regulation 20 (2)(a) - Composition of committee for the period 23.02.2024 till 31.03.2024 was not as per the
regulation. The Company has appointed independent director on 09.05.2024 that is within the prescribed time limit.

Board response- Mr. Gagan Chaturvedi resigned w.e.f. February 22, 2024 and a vacancy was created in
Independent Director on the Board. However, the Company appointed another Independent Director on
the Board w.e.f. May 09, 2024 i.e., within the prescribed time limit.

• Regulation 18(1) (a), 18 (2) (b) and 19 (1) (b) - There is a short fall of One Independent director from 23.02.2024
till 31.03.2024. The Company has appointed independent director on 09.05.2024 which was within the prescribed
time limit.

Board response- Mr. Gagan Chaturvedi resigned w.e.f. February 22, 2024 and a vacancy was created in
Independent Director on the Board. However, the Company appointed another Independent Director on
the Board w.e.f. May 09, 2024 i.e., within the prescribed time limit.

• Regulation 14- Delayed submission of Listing Fees and other charges Stock Exchange. The Company has paid listing
fees on 01/06/2023

Board response- Due to some financial crises suffered by the company, we delayed in payment of the listing
fees. We apologize for the delay and will prioritize preventing this situation from arising in the future.

19. INTERNAL AUDIT:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules,
2014, M/s. Ajay Kanjhlia, Chartered Accountants, Delhi, were appointed as Internal Auditors of the company
for the Financial Year 2023-24.

Based on the report of internal audit, the management takes corrective action in respective areas observed and
thereby strengthen the controls.

20. INTERNAL FINANCIAL CONTROL:

Your Company has an adequate Internal Control System commensurate with the size, scale and complexity of
its operations and well-documented procedures for various processes which are periodically reviewed for
changes warranted due to business needs.

The Audit Committee evaluates the efficiency and adequacy of financial control system prevailing in the
Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company and strives to maintain the Standards in Internal Financial Controls. This system of internal control
facilitates effective compliance of Section 138 of the Act and the Listing Regulations.

During the year under review, no reportable material weakness in the operation was observed. Regular audit
and review processes ensure that such systems are reinforced on an ongoing basis.

21. ANNUAL RETURN

Pursuant to the provisions of section 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, Annual return as on March 31, 2024, is placed on the website
of the Company at www. gfsteel.co.in

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism/Whistle Blower Policy has been put in place in accordance with Section 177 of the
Companies Act, 2013 for the Directors and Employees to report their genuine concerns about unethical
behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The mechanism provides
for adequate safeguards against the victimization of Director(s) and Employee(s) who avail of the mechanism.
Directors and Employees may make protected disclosure under the policy to the Compliance Committee
constituted by the Company to administer the internal code of business conduct. In exceptional cases, Directors
and Employees have direct access to the Chairman of the Audit Committee. Further no personnel have been
denied access to the Compliance Committee/ Chairman of the Audit Committee, as the case may be. The details
of the Vigil Mechanism/ Whistle Blower Policy is explained in the Report on Corporate Governance and is also
made available on the website of the Company at www. gfsteel.co.in

No complaints were received under whistle blower mechanism during the year under review.

23. REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and on recommendation of the
Nomination and Remuneration Committee, the Board framed a Policy relating to the selection and
appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Policy
includes criteria for determining qualifications, positive attributes and independence of a director and other
matters. The functions of the Nomination and Remuneration Committee are disclosed in the Corporate
Governance Report, which forms part of the Annual Report.

24. PARTICULARS OF EMPLOYEES:

Disclosure with respect to the ratio of remuneration of each Directors to the median employees'' remuneration
as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure II to this Report.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed
under provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be
provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the
shareholders and others entitled thereto, excluding the said information which will be made available for
inspection by the shareholders at the Registered Office of the company during business hours on any working
days of the Company up to the date of the ensuing Annual General Meeting. If any shareholder is interested
in inspecting the same, such shareholders may write to the Company Secretary in advance.

25. BUSINESS RISK MANAGEMENT:

The Company has formulated and implemented a Risk Management policy in accordance with the provisions
of the Act in order to address the business risks associated with the Company. The Company periodically
reviews the risk management practices and actions deployed by the management with respect to the
identification, impact assessment, monitoring, and mitigation and reporting of key risks while trying to achieve
its business objectives.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SECTION 188(1) OF THE COMPANIES ACT, 2013:

All Related Party Transactions entered during the year under review were on arm''s length basis and in
ordinary course of the business and none of them were material.

No material related party transactions were entered during the year under review by your Company. Hence,
accordingly disclosure as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not
applicable to the company.

All the RPTs were placed before the Audit Committee for its approval and the Committee had granted its prior
approval/omnibus approvals, as the case may be, for all related party transactions considering their nature.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

During the year under review, the Company has not made any investments, advanced any loans or provided
any guarantee falling under Section 186 of the Companies Act, 2013 ("the Act"). The details of the same is
provided in the Balance sheet.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN
FUTURE

No orders impacting the going concern status of the company or the future operations of the company have
been passed by any regulator, court or Tribunal.

29. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There has been no material change/ commitment affecting the financial position of the Company during the
period from the end of the financial year on 31^st March, 2024 to the date of this Report. There has been no
change in the nature of business of the Company.

30. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy and technology absorption as required under Section 134
(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in
"Annexure - III" to this report.

There were no foreign exchange inflow and outflow during the year under review.

31. DETAILS OF PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or proceedings initiated against the Company
under the Insolvency and Bankruptcy Code, 2016 nor any such proceedings was pending at the end of financial
year under review.

32. REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulation, the following have
been made a part of the Annual Report and are appended to this report:

a. Management Discussion and Analysis;

b. Report on Corporate Governance;

c. Declaration on Compliance with Code of Conduct;

d. Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company have
been debarred or disqualified from being appointed or to act as director of the Company; and

e. Auditors'' Certificate regarding compliance with conditions of Corporate Governance.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE UNDER (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy to abide
by letter and spirit requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules made thereunder. All the women employees either permanent,
temporary or contractual are covered under the said policy. The said policy is updated internally to all the
employees of the Company. The policy is updated on the website of the Company at www.gfsteel.co.in .An
Internal Complaint Committee (ICC) is not constituted as the same is not applicable to the Company.

The details of the complaints'' in relation to the Sexual Harassment of Women at Workplace
filed/disposed/pending is given in the Report on Corporate Governance which is forming part of this Annual
Report.

34. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and
rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and
implemented any policy on Corporate Social Responsibility initiatives.

35. MAINTAINENCE OF COST RECORDS:

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 of Section 134(3) of Companies Act, 2013
regarding maintenance of cost records are applicable to the Company and the specified accounts and records
have been made and maintained are in order.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and the Company has complied with all the applicable
provisions of the same during the year under review.

37. ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the support and cooperation received from various departments of the
Central and State governments, members, business associates, analysts, banks, financial institutions,
customers, distributors and suppliers, Business Partners and other stakeholders of the Company and also
convey a sense of high appreciation to all the employees of the Company for their hard work, dedication,
continued commitment and contributions.

For and on behalf of the Board of Directors
For Grand Foundry Limited

Shivani Jain

Place: Delhi Director/CFO

Date: July 11, 2024 DIN: 10187386

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Mar 31, 2015

Dear Members,

The Directors present herewith the Twenty Third Annual Report together with the Audited Statement of Accounts for the year ended March 31,2015.

1. FINANCIAL RESULTS

(Amount in Rs. in Lacs.)

2014-2015 2013-2014

Profit/(Loss) before Interest, 2.16853 (7.29866) Depreciation and Taxation

Less : Interest & Finance Charges 27.10085 77.42621

Depreciation 21.52524 24.37208

Profit/(Loss) for the year 46.45756 (109.09695)

Less : Prior Period Expenses 6.48740 0.94200

Less : Deferred Tax Asset (Net) 180.38583 138.58313

Balance Brought Forward (1513.86036) (1628.54454)

Add: Provision for Subsidiary Nil Nil Company's losses

Add: Dimunition of Value of Investments 0.00 0.00

Debit Balance carried to Balance Sheet(1745.65046) (1513.86036)

3. ACCEPTANCE OF DEPOSIT (SEC - 58A)

The Company has not invited/accepted any deposits from public coming under the purview of section 73 to 76 read with Rules of the Companies Act, 2013.

4. CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance together with a Certificate from Practicing Company Secretaries is annexed as part of the Annual Report.

5. COST AUDIT

The company is not required to undertake the cost audit as required under Section 148 of the Companies Act, 2013.

6. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013 that

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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;

c) 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;

d) the directors had prepared the annual accounts on a going concern basis; and

e) 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

7. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 2013 Mr. Hiten Jangla retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

8. STATUTORY AUDITORS

You are requested to appoint Auditors for the current year and fix their remuneration. The Auditors of the Company, THAKER BUTALA DESAI, Chartered Accountants retire at ensuing Annual General Meeting of the Company and are eligible for re- appointment.

9. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 Rules, 2014 is as follows:

POWER & FUEL OIL CONSUMPTION

1. Electricity Consumption 2014-2015 2013-2014

Purchased units NIL* NIL Total amount Rs. Lacs Rate/unit Rs. KHz

2. LDO Quantity (KL) NIL NIL Total amount Rs. Lacs Rate Rs/KL * (As recovered from party)

There were no foreign exchange earnings and outgo during the period under the consideration.

10. SECURITY EXCHANGE BOARD OF INDIA (SEBI) to consider:

To grant exemption to the company from the provisions of SEBI Guidelines for Preferential Allotment of Shares, SEBI (Substantial Acquisition of shares & Takeovers) Regulations, 1997, SEBI (Disclosure & Investor Protection) Guidelines, 2000, SEBI (Central Listing Authority) Regulations, 2003 and ceiling on promoters holding and any other applicable Rules and Regulations for the issue of equity shares to the

Promoters as envisaged under the Scheme, provided such equity shares shall be locked in for a period of three years in case allottees are non-promoters.

11. NATIONAL STOCK EXCHANGE/BOMBAY STOCK EXCHANGE to consider: Stock Exchange(s) on which the shares of the company are listed shall:

i. Revoke the suspension of trading of the equity shares forthwith and list the reduced shares as well as shares allotted in terms of the sanctioned scheme without any cost of charges;

ii. Exempt the Company from the provisions of the Companies Act, SEBI Guidelines and the listing requirements

iii. Waive listing fee and other arrears including interest and penalties; and

iv. Allow trading of shares

12. PARTICULARS OF EMPLOYEES

Since none of the employees of the Company was drawing remuneration in excess of limits laid down pursuant to the provisions of the Companies Act, 2013 read with the Rules, details herewith are not furnished.

13. PERSONNEL

Your Directors place on record their appreciation to the sincere and dedicated services put in by the employees of the Company at all the levels and in the departments of the Company.

14. BANKERS

The Directors place on the record their appreciation for the support and co-operation received from all the Bankers.

For and on behalf of the Board of Directors

Hiten D. Jangla Chairman

Place: Mumbai Date: September 05, 2015

Registered Office: 327, Arun Chambers, 3rd Floor, Tardeo, Mumbai - 400034

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Mar 31, 2014

Dear Members,

The Directors present herewith the Twenty second Annual Report together with the Audited Statement of Accounts for the year ended March 31,2014.

1. FINANCIAL RESULTS

(Amount in Rs. in Lacs.)

2013-2014 2012-2013

Profit/(Loss) before Interest, Depreciation and Taxation (7.29866) 15.28288

Less : Interests Finance Charges 77.42621 59.46229

Depreciation 24.37208 20.27536

Profit/(Loss) for the year (109.09695) (64.45477)

Less : Prior Period Expenses 0.94200 3.96096

Less : Deferred Tax Asset (Net) 138.58313 51.91309

Balance Brought Forward (1628.54454) (2521.99955)

Add : Provision for Subsidiary Company''s losses Nil Nil

Add : Dimunition of Value of Investments 0.00 0,00

Debit Balance carried to Balance Sheet (1513.86036) (1628.54454)

2. ACCEPTANCE OF DEPOSIT (SEC - 58A1

The Company has not invited/accepted any deposits from public coming under the purview of section 58 A- of the Companies Act, 1956.

3. CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance together with a Certificate from Practicing Company Secretaries is annexed as part of the Annual Report.

4. COST AUDIT

The company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956 that

a) In the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) The Directors have 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 ended March 31,2013 and of the profit of the Company for that year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts for the year ended March 31, 2014, on a going concern basis.

6. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 Mr. Kiran Jangla retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

7. STATUTORY AUDITORS

You are requested to appoint Auditors for the current year and fix their remuneration. The Auditors ofthe Company, THAKER BUTALA DESAI, Chartered Accountants retire at ensuing Annual General Meeting ofthe Company and are eligible for re-appointment.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is as follows:

POWER & FUEL OIL CONSUMPTION

1. Electricity Consumption 2013-2014 2012-2013 Purchased units NIL* NIL Total amount Rs. Lacs Rate/unit Rs. KHz

2. LDO

Quantity (KL) NIL NIL Total amount Rs. Lacs Rate Rs/KL

* (As recovered from party)

There were no foreign exchange earnings and outgo during the period under the consideration.

9. SECURITY EXCHANGE BOARD OF INDIA (SEBI) to consider:

To grant exemption to the company from the provisions of SEBI Guidelines for Preferential Allotment of Shares, SEBI (Substantial Acquisition of shares & Takeovers) Regulations, 1997, SEBI (Disclosure & Investor Protection) Guidelines, 2000, SEBI ( Central Listing Authority) Regulations, 2003 and ceiling on promoters holding and any other applicable Rules and Regulations for the issue of equity shares to the Promoters as envisaged under the Scheme, provided such equity shares shall be locked in for a period of three years in case allottees are non-promoters.

10. NATIONAL STOCK EXCHANGE/BOMBAY STOCK EXCHANGE to consider:

Stock Exchange(s) on which the shares ofthe company are listed shall:

i. Revoke the suspension of trading ofthe equity shares forthwith and list the reduced shares as well as shares allotted in terms of the sanctioned scheme without any cost of charges;

ii. Exempt the Company from the provisions of the Companies Act, SEBI Guidelines and the listing requirements

iii. Waive listing fee and other arrears including interest and penalties; and

iv. Allowtradingofshares

11. PARTICULARS OF EMPLOYEES

Since none of the employees of the Company was drawing remuneration in excess of limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, details herewith are not furnished.

12. PERSONNEL

Your Directors place on record their appreciation to the sincere and dedicated services put in by the employees of the Company at all the levels and in the departments of the Company.

13. BANKERS

The Directors place on the record their appreciation for the support and co-operation received from all the Bankers.

For and on behalf of the Board of Directors

Dhirajlal B. Jangla Chairman

Place : Mumbai Date : September 08,2014

Registered Office: 327,Arun''Chambers, 3rd Floor, Tardeo, Mumbai-400034

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Mar 31, 2010

The Directors present herewith the Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

(Amount in Rs. in Lacs.)

2009-2010 2008-091

Profrt/(Loss) before Interest. Depreciation and Taxation 52.8392 530.15

Less : Interest & Finance Charges 111.2597 3114.52

Depreciation 20.1633 419.52

Profit/(Loss) for the year (78.58383) (103.89)

Less : Prior Period Expenses 76.362 Nil

Less : Deferred Tax Asset (Net) 11.54888 21.49

(125.38)

Add : Remission of Loan on Settlement 275 Nil

Excess Interest Provided 918.68377 Nil

Balance Brought Forward (2595.02315) (2469.65)

(2595.03)

Add: Provision for Subsidiary Companys losses Nil Nil

Add: Dimunition of Value of Investments 0.00 0.00

Debit Balance carried to Balance Sheet 1567.83408 (2S9S.03)



3. ACCEPTANCE OF DEPOSIT (SEC - S8A)

The Company has not invited/accepted any deposits from public coming under the purview of section 58 A - of the Companies Act, 1956.

4. CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance together with a Certificate from Practicing Company Secretaries is annexed as part of the Annual Report.

5. COST AUDIT

The company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956.

6. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 that

a) In the preparation of the Annual Accounts for the year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, If any.

b) The Directors have 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 ended March 31, 2010 and of the profit of the Company for that year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts for the year ended March 31,2010, on a going concern basis.

7. DIRECTORS

in accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 Mr. Sushil Kumar Saraf retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

8. STATUTORY AUDITORS

You are requested to appoint Auditors for the current year and fix their remuneration. The Auditors of the Company, THAKER BUTALA DESAI, Chartered Accountants retire at ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has also received a certificate from them under Section 224(1 B) of the Companies Act, 1956.

9. SUBSIDIARY COMPANY

In accordance with Section 212 of the Companies Act, 1956, the audited statement of accounts of the Companys subsidiary GRAND BRIGHT BARS LIMITED together with Reports of the Directors and Auditors thereon for the year ended 31st March, 2010 are annexed hereto and form part of this report.

10. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of GRAND FOUNDRY LIMITED, and its subsidiary GRAND BRIGHT BARS LIMITED prepared in accordance with Accounting Standard 21 is annexed. Consolidated net loss for the group for the year ended March 31, 2010 amounted to Rs. 78.58 lacs (as compared to net loss in the previous yearRs. 103.89 lacs)

11. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1968 is as follows:

POWER & FUEL OIL CONSUMPTION

1. Electricity Consumption 2009-2010 2008-2009

Purchased units NIL* NIL

Total amount Rs. Lacs

Rate/unit Rs. Kwh

2. LDO

Quantity (KL) NIL NIL

Total amount Rs. Lacs

Rate Rs/KL

* (As recovered from party)

There were no foreign exchange earnings and outgo during the period under the consideration.

12. PARTICULARS OF EMPLOYEES Since none of the employees of the Company was drawing remuneration in excess of limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, details herewith are not furnished.

13. PERSONNEL

Your Directors place on record their appreciation to the sincere and dedicated services put in by the employees of the Company at ail the levels and in the departments of the Company.

14. BANKERS

The Directors place on the record their appreciation for the support and co-operation received from all the Bankers.

For and on behalf of the Board of Directors

Dhirajlal B. Jangla

Chairman Place : Mumbai

Date: August 30, 2010

Registered Office:

327, Arun Chambers,

3rd Floor, Tardeo,

Mumbai - 400 034.