Chennai Ferrous Industries Ltd Directors Report

To the Members,

The Directors present the 15 th Annual Report of Chennai Ferrous Industries Limited ("the Company") along with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

(Rupees in Lakhs)

S. No.	Particulars	Financial Year 2024-25	Financial Year 2023-24
01.	Revenue from Operations (Net)	22,242.73	14,072.99
02.	Other Income	214.51	229.91
03.	Total Income	22,457.24	14,302.90
04.	Operating Profit (PBIDT)	672.25	587.37
05.	Finance Cost	-	-
06.	Depreciation and Amortisation Expenses	109.53	113.70
07.	Profit before tax	562.72	473.67
08.	Tax Expense	161.65	194.51
09.	Net Profit before the year	401.07	279.16
10.	Other Comprehensive Income/Losses	-	-
11.	Total Comprehensive Income for the period	401.07	279.16
12.	Earnings per share (in Rs.)	11.13	7.74

PERFORMANCE REVIEW

The Companys revenue from operations for the year under review is Rs.22,242.73 lakhs as compared

to Rs.14,072.99 lakhs in the previous year. The Profit After Tax is at Rs.401.07 lakhs as compared to

Rs.279.16 lakhs in the previous year.

SHARE CAPITAL

During the year under review, there were no changes in the share capital of the Company.

TRANSFER TO RESERVES

During the financial year 2024-25, no amount has been transferred to the General Reserve.

DIVIDEND

The Directors have not recommended any Dividend on equity shares of the company for the year ended

March 31, 2025.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 ["the Act"], the Directors of the Company, to

the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;

b. they 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts of the Company on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively: and

f. they have devised proper systems to ensure compliances with provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of the internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors including the audit of internal financial controls over the financial reporting by the statutory auditors and reviews performed by the management and the audit committee, the Board of Directors is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS OF THE COMPANY.

During the year under review, the statutory auditors, secretarial auditors, internal auditors have not reported any instances of fraud committed in the company by its officers or employees to the audit committee under section 143 (12) of the Companies Act, 2013 and Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mrs. Mohan Chitra, Non-Executive Non-Independent Director, resigned from the Board of Directors of the Company, effective at the close of business hours on March 26, 2025. The Board sincerely appreciates the valuable contributions made during her tenure as Director.

Mrs. J Rathna Jayasheela, who was appointed as Additional Director, under Non-Executive Independent Category, at the Board meeting held on March 26, 2025, will hold office until the ensuing Annual General Meeting. She was proposed to be appointed as Non-Executive Independent Director for a period of five years at the 15 th Annual General Meeting to be held on September 25, 2025.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. R. Natarajan, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment. A resolution seeking shareholders approval for his re-appointment forms part of the Notice.

Key Managerial Personnel

During the year Mr. Babu Kumaran - Company Secretary, resigned from the Company, effective at the close of business hours on October 31, 2024. The Board places on record its appreciation of his contributions made during his tenure.

Mr. M Balamurugan was appointed as the Company Secretary and Compliance Officer of the Company, with effect from December 16, 2024.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Key Managerial Personnel of the Company as on March 31, 2025 are Mr. R Natarajan, Chairman and Managing Director, Mr. K Karthikeyan, Chief Financial Officer and Mr. M Balamurugan, Company Secretary.

DECLARATION FROM INDEPENDENT DIRECTORS.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015. In the opinion of the Board, the independent Directors possess the requisite expertise and experience and they fulfill the conditions specified in the Act and the rules made thereunder and are independent of the management.

MEETINGS Board Meetings

The Board of Directors met seven times during the financial year 2024-25. The meetings were held on May 16, 2024, August 14, 2024, August 28, 2024, November 13, 2024, December 16, 2024, February 12, 2025 and March 26, 2025. In order to transact urgent business, approval of the Board/Committees were taken by passing resolutions through circulation pursuant to Section 175 of the Companies Act, 2013, which were noted at the subsequent meeting of the Board /Committees, as the case may be.

Committee Meetings

The details pertaining to the composition of the various Committees of the Board of Directors are included in the Corporate Governance Report, which forms part of this report.

Corporate Social Responsibility Committee

The Company has constituted a Corporate Social Responsibility (CSR) Committee, which has approved a CSR Policy, the details of which form part of the Corporate Governance Report. However, in accordance with Section 135 of the Companies Act, 2013, the provisions relating to CSR were not applicable to the Company during the financial year under review, as it did not meet the criteria prescribed under the Act. Consequently, disclosure regarding CSR initiatives and expenditure does not arise.

BOARD EVALUATION

The Board of Directors has carried out the annual evaluation of its own performance of Board, Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and the applicable SEBI (LODR) Regulations, 2015.

The performance of the Board was evaluated by the Board seeking inputs from all directors on the basis of criteria such as adequacy of the composition of the Board and its committees, Board culture, effectiveness of board processes and performance of specific duties, obligations and governance. The performance of the Committees was evaluated by the Board on the basis of criteria such as composition of committees, effectiveness of committee meetings, etc., The individual directors were evaluated on parameters such as level of engagement and contribution of the individual Director to the Board and committee meetings, independence of judgement, etc.

In a separate meeting of the independent directors held on February 12, 2025, performance of the nonindependent directors and Board as a whole was reviewed and performance of Chairman of the Company was reviewed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Companys Policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.chennaiferrous.com .

ADEQUACY OF INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL

The information on internal financial controls and their adequacy is provided in the Management Discussion & Analysis Report, which is attached and forms part of this Report.

AUDITORS Statutory Auditor

Pursuant to the provisions of Section 139 & 142 of the Companies Act, 2013 read with Companies (Audit & Accounts) Rules, 2014 M/s. S.K. Gulecha & Associates, Chartered Accountants, Chennai (Firm Registration No. 013340S) were appointed as the Statutory Auditors of the Company by the shareholders for the term of 5 Consecutive years, from the conclusion of the 10 th Annual General Meeting (AGM) of the Company and will retire as Statutory Auditors of the Company at the 15 th Annual General Meeting to be held in the year 2025. Your Board places on record their appreciation for the services provided for the past 5 years.

Based on the recommendations of the Audit Committee and upon review of confirmation of satisfaction of criteria as specified in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules, 2014, your Board had recommended to the Members appointment of M/s. Aayush Bohra A & Co., Chartered Accountants, (ICAI Firm Registration No: 026932S), as Statutory Auditors for a term of five years. A proposal for appointment of Statutory Auditors M/s. Aayush Bohra A & Co., Chartered Accountants of the Company from the 15 th AGM until the conclusion of 20 th AGM to be held in the year 2030 forms part of the Notice of ensuing Annual General Meeting.

The Notes to financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. M.K. Madhavan, M/s M.K. Madhavan & Associates, Practising Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year under review is annexed herewith as Annexure-I to this Report.

RISK MANAGEMENT

The Board of Directors has developed and implemented a Risk Management Policy for the company. The Board is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee additionally overviews the financial risks and controls. The Risk Management Policy is available on the website of the Company at www.chennaiferrous.com .

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for Directors and Employees to report to the management about any unethical behaviour, fraud or violation of Companys code of conduct, pursuant to Section 177 (9) of the Companies Act, 2013, and the applicable SEBI (LODR) Regulations, 2015. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

During the year, the Board did not receive any complaints / grievances from the employees of the Company. The Whistle Blower Policy is available on website of the Company at www.chennaiferrous.com .

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Act form part of the Notes to the Financial Statements provided in this Annual Report.

TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant to Section 134 (3) (h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed herewith as Annexure-II to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return of the Company in Form MGT 7 is available on the website of the Company at www.chennaiferrous.com .

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-III to this Report. Pursuant to Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of eight lakh and fifty thousand rupees per month or one crore and two lakh rupees per year during the year under review.

CORPORATE GOVERNANCE

In accordance with Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clause (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D, and E of Schedule V shall not apply in respect of-

The listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year.

Since the paid up Equity Share Capital and Net-worth of the Company as on the last day of the previous financial year was below the stipulated limits as prescribed under Regulation 15 (2) (a) of SEBI (LODR) Regulations, 2015, the compliance with the Corporate Governance provisions shall not be applicable to our Company.

A certificate from M/s. M K Madhavan & Associates, Practicing Company Secretaries, Secretarial Auditors of the Company confirming compliance with the non-applicability of Corporate Governance as stipulated under the SEBI Listing Regulations, is annexed to this Report. Annexure-VI

However, during the current financial year ending March 31, 2025, the net worth of the Company has exceeded ^25 Crore. In line with best Corporate Governance practices, the Company has voluntarily complied with all applicable Corporate Governance provisions, pursuant to Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance in the prescribed SEBI format and the Management Discussion and Analysis Report is attached and forms part of this report.

SECRETARIAL STANDARDS

The Company complies with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace pursuant to the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with relevant Rules made thereunder. Accordingly, Internal Complaints Committee ["ICC"] has been constituted for redressal of any sexual harassment complaint. The following is the summary of the complaints during the financial year 2024-25:-

(i)	Number of Complaints received during the financial year	Nil
(ii)	Number of Complaints disposed of during the financial year	Nil
(iii)	Number of Complaints pending as on end of the financial year	Nil

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outflow as required to be disclosed under Section 134 (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-IV to this Report.

STATE OF COMPANY AFFAIRS

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2) (e) of SEBI (LODR) Regulations, 2015 is given as a separate part of the annual report. It contains a detailed write up and explanation about the performance of the company.

MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2025 and August 14, 2025.

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the Financial Year 2024-25, no order has been passed by any regulatory authorities or Courts impacting the going concern status and Companys operations in future.

CREDIT RATING

The Company has not obtained any credit rating from any credit rating agency. ACKNOWLEDGEMENT

Your directors express their grateful appreciation for the assistance and cooperation received from the Banks, Government Authorities, Corporate Professionals, Customers, Vendors and Shareholders during the year under review, in aiding the smooth flow of operations. Continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

For and on behalf of the Board of Directors

Place: Gummidipoondi	R. Natarajan
Date: August 14, 2025	Chairman & Managing Director
	DIN:00595027