Crimson Metal Engineering Company Ltd Directors Report

BOARDS REPORT

To

The Members of

CRIMSON METAL ENGINEERING COMPANY LIMITED

Your Directors have pleasure in presenting the 41st Annual Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS

The financial performance of your company for the year ending March 31, 2025 is summarized below:

		(Rs. in Lakhs)
Particulars	2024-25	2023-24
Revenue from Operations	956.66	827.70
Other Income	7.60	4.05
Total Income	964.26	831.74
Finance Cost	204.69	182.48
Depreciation and amortization expenses	206.60	182.37
Other expenses	534.81	448.79
Net Profit before Tax	18.16	18.10
Tax Expense	0.00	0.00
Deferred Tax	4.69	151.39
Net Profit after Tax	13.48	-133.29

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the reporting period companys performance was satisfactory in terms of revenue generation as the same has generated total revenue of Rs. 956.66 (in Lakhs) which is 128.96 (In lakhs) more than the last years turnover.

The Company has generated other income of Rs. 7.60 (in Lakhs) during the year as compared to the other income generated in the previous year amounting Rs. 4.05 (in Lakhs).

The company has earned net profit of Rs. 13.48 (in Lakhs) during the year as compared to the net loss of Rs. 133.29 (in Lakhs) as incurred in the previous financial year. The Board is taking the necessary steps to improve the performance of the Company and to have better working results in the coming years.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The company has not transferred any amounts in the Reserves in terms of Section 134(3)(J) of the Companies Act, 2013.

4. DIVIDEND

The Board of Directors of the Company, after considering holistically the relevant circumstances has not recommended any dividend for the current financial year with a view to conserve the profits generated.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124(6) of the Act read with Rule 6 of Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time thereof), the dividends {unpaid/ unclaimed for a period of 7 (seven) years from the date of transfer to the Unpaid / Unclaimed dividend account} and underlying equity shares {on which dividend has not been paid or claimed by the members for seven consecutive years} are required to be transferred to the Investor Education & Protection Fund (IEPF) Authority established by the Central Government.

The Company didnt declared any dividend in the past 7 (Seven) years and nothing is transferred to the IEPF during the said Financial Year.

5. CHANGE IN NATURE OF BUSINESS

During the period under review, the Company has not changed its line of business in such a way that amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing businesses or hiving off any segment or division.

6. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates till the date of this report.

7. SHARE CAPITAL

A. AUTHORISED CAPITAL

During the year under review, there has been no change in the authorized share capital of the company.

The authorized share capital as on March 31, 2025 is as follows:

S. No. Type of Share	No. of Shares	Value per share (in Rs.)	Total Amount (in Lakhs)
1 Equity Share	9850000	10	985.00
2 Preference Share	15000	100	15.00
		Total	1,000.00

B. PAID UP CAPITAL

During the year under review, there has been no change in the paid up share capital of the company. The paid up share capital as on March 31, 2025 is as follows:

S. No. Type of Share No. of Shares	Value per share (in Rs.)	Total Amount (in Lakhs)
1 Equity Shares 4428207	10	442.82
	Total	442.82

C. BUY BACK OF SECURITIES

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

D. SWEAT EQUITY

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

E. BONUS SHARES

No Bonus Shares were issued during the year under review.

F. EMPLOYEES STOCK OPTION PLAN

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

G. SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with differential rights during the year under review.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees, or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

9. INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

During the said financial year no Company has become or ceased to be a subsidiary or joint venture or associate Company.

10. DEPOSITS

During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

11. DISCLOSURE RELATING TO THE PROVISION OF SECTION 73 OF COMPANIES ACT.2013 READ WITH RULE (2) (1)(C)(VIII) OF THE COMPANIES (ACCEPTANCE OF DEPOSIT) RULES 2014.

The company had received loan from its director/relative of director as on 31st March, 2025 and outstanding amount payable to them is Rs. 4,191/-. The details of loan received from director/relative of director is provided in the financial statements.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the current financial year the following changes have occurred in the constitution of directors of the company.

S. No Name	Designatio n	Appointment/Cessation/Change Designation	Date of appointment /cessation/change designation
1 Prakash Arya	Additional Independe nt Director	Appointment	29/05/2024

Mr. Vinay Kumar Goyal, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Composition of board of directors as on 31/03/2025 is as following:

S. No. Name	Designation	DIN	Date of Appointment
1 Mr. Chandrakesh Pal	Whole-time director	07277936	23/12/2015
2 Mr. Chandrakesh Pal	CFO	BCCPC1356E	16/01/2021
3 Ms. Divya Arora	Company	CFXPA5907A	01/12/2023
	Secretary & Compliance Officer
4 Mr. Prakash Arya	Director	06361843	29/05/2024
5 Mr. Sanjay Kumar	Director	02128700	28/07/2023
6 Ms. Uma Rajaram	Whole-time director	07029264	28/09/2015
7 Mr. Velu Paneerselvam	Director	03021605	13/08/2021
8 Mr. Vinay Kumar Goyal	Managing Director	00134026	14/09/1996

13. (A) DISCLOSURE OF STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149(6)

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Independent Directors have also confirmed that they have complied with the Companys code of conduct prescribed in Schedule IV to the Companies Act, 2013.

(B) STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the financial year, the Board of Directors evaluated the integrity, expertise, experience, and proficiency of the independent directors appointed. Based on this evaluation, the Board affirms that Mr. Prakash Arya, who was appointed as an Independent Director on 29th May 2024, possesses the requisite qualifications and professional capabilities required for the role.

Mr. Arya brings with him extensive experience and a strong track record of ethical leadership and strategic insight. The Board is of the considered opinion that his appointment enhances the independence and effectiveness of the Board and aligns with the Companys commitment to sound corporate governance practices.

14. DISCLOSURE WITH REGARD BOARD MEETING.

(a) Whether Company is an OPC or Small Company as at the FY end date: No

(b) During the Financial Year, the Company held 6 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between the two meetings.

S. No.	Meeting Date	Total Number of directors associated as on the date of meeting	Attendance
			Number of directors attended	% of attendance
1	29/05/2024	5	5	100
2	31/07/2024	6	6	100
3	13/08/2024	6	6	100
4	13/11/2024	6	4	66.67
5	24/12/2024	6	4	66.67
6	11/02/2025	6	6	100

(c) During the Financial Year, committees met 8 times and the following committee meetings were held by the committees as constituted as per the provisions of the Companies Act, 2013:

S. No.	Name of Committee	Meeting Date	Total Number of members associated as on the date of meeting	Attendance
				Number of members attended	% of attendance
1	Audit Committee	29/05/2024	2	2	100
2	Nomination & Remuneration Committee	29/05/2024	2	2	100
3	Nomination & Remuneration Committee	31/07/2024	3	3	100
4	Audit Committee	13/08/2024	3	3	100
5	Audit Committee	13/11/2024	3	3	100
6	Audit Committee	11/02/2025	3	3	100
7	Stakeholder Relationship Committee	11/02/2025	3	3	100
8	Independent Director Meeting	11/02/2025	2	2	100

15. GENERAL MEETING(S) HELD DURING THE YEAR

During the financial year, following general meetings were held. The provisions of the Companies Act, 2013 were adhered to while conducting the meetings:

S. No. Nature of meeting	Date of Meeting	Total Number of Members as on the date of the meeting	No. of Members Present
1 Annual General Meeting	23/08/2024	5378	30

16. COMMITTEES OF BOARD

1. AUDIT COMMITTEE

I. The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

II. The terms of reference of the Audit Committee are broadly as under:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommend the appointment, remuneration and terms of appointment of auditors of the Company;

3. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

A. Matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section 3 of section 134 of the Act

B. Disclosure of any related party transactions

C. Qualifications in the draft audit report

4. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

5. Review and monitor the auditors independence and performance, and effectiveness of audit process;

6. Scrutiny of inter-corporate loans and investments;

7. Evaluation of internal financial controls and risk management systems;

8. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

9. Discussion with internal auditors of any significant findings and follow up there on;

10. Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;

11. Approval of appointment of CFO;

III. The Audit Committee invites executives, as it considers appropriate (particularly the head of the finance function), representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings. The Company Secretary acts as the secretary to the Audit Committee.

IV. The composition of the Audit Committee is given below:

Name of the Member	Position held in the Committee	Category of the Member
Mr. Sanjay Kumar	Chairman	Independent Director
Ms. Uma Rajaram	Member	Whole-time director
Mr. Prakash Arya	Member	Independent Director

2. NOMINATION & REMUNERATION COMMITTEE

I. The composition of the Nomination & Remuneration Committee is given below:

Name of the Member	Position held in the Committee	Category of the Member
Mr. Sanjay Kumar	Chairman	Independent Director
Mr. Velu Paneerselvam	Member	Director
Mr. Prakash Arya	Member	Independent Director

3. INDEPENDENT DIRECTOR MEETING

I. The composition of the Independent Director Meeting is given below:

Name of the Member	Position held in the Committee	Category of the Member
Mr. Sanjay Kumar	Chairman	Independent Director
Mr. Prakash Arya	Member	Independent Director

4. STAKEHOLDER RELATIONSHIP COMMITTEE

I. The composition of the Stakeholder Relationship Committee is given below:

Name of the Member	Position held in the Committee	Category of the Member
Mr. Sanjay Kumar	Chairman	Independent Director
Mr. Vinay Kumar Goyal	Member	Managing Director
Ms. Uma Rajaram	Member	Whole-time director

5. NOMINATION AND REMUNERATION COMMITTEE

I. The Company has constituted this Committee in compliance of the provisions of Section 178(3) of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

II. The broad terms of reference of the Nomination and Remuneration Committee are as under:

1. Recommend to the board the set up and composition of the board and its committees including the "formulation of the criteria for determining qualifications, positive attributes and independence of a director". The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

2. Recommend to the board the appointment or reappointment of directors.

3. Devise a policy on board diversity.

4. On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company.

5. Provide guidelines for remuneration of directors on material subsidiaries.

III. The composition of the Nomination and Remuneration Committee is given below:

Name of the Member	Position held in the Committee	Category of the Member
Mr. Sanjay Kumar	Chairman	Independent
		Director
Mr. Velu Paneerselvam	Member	Director
Mr. Prakash Arya	Member	Independent
		Director

17. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The company does not meet the criteria specified under Section 135 of the Companies Act, 2013, along with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Therefore, the provisions related to Corporate Social Responsibility are not applicable.

18. RISK MANAGEMENT POLICY

The Company has developed a very comprehensive Risk Management Policy under which all key risk and mitigation plan are compiled in three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. The objective of the policy is to create and protect shareholders value by minimizing threats or losses, and identifying and maximizing opportunities. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

19. BOARD EVALUATION

In compliance with the Companies Act, 2013 the performance evaluation of the Board was carried out during the year under review. The Company has prepared an annual performance evaluation policy for performance evaluation of Independent Directors, Board and the Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

20. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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.

21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis.

22. FRAUD REPORTING

There were no frauds reported by the auditor during the year under sub-section (12) of section 143 other than those which are reportable to the Central Government.

23. EXTRACT OF ANNUAL RETURN

In compliance to provisions of section 134 (3) (a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act as prepared in Form No. MGT 7 is placed on the website of the company, weblink of the same is https://www.crmetal.in/.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

(A) CONSERVATION OF ENERGY: NOT APPLICABLE

(B) TECHNOLOGY ABSORPTION: NOT APPLICABL

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

FOREIGN EXCHANGE	31.03.2025	31.03.2024
EARNINGS AND OUTGO
Foreign inflow	Nil	NIL
Foreign outflow	Nil	NIL

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

26. DISCLOSURE UNDER THE MATERNITY BENEFIT (AMENDMENT) ACT, 2017

The provisions of the Maternity Benefit Act, 1961, are not applicable to the Company during the financial year ended 31/03/2025, as the Company does not fall within the thresholds specified under the Act in terms of employee strength or nature of establishment.

27. AUDITORS & THEIR REPORT

(A) STATUTORY AUDITORS & THEIR REPORT

At the Annual General Meeting held on 30/09/2021, M/s OP BAGLA & CO LLP, Chartered Accountants (FRN : 000018N/N500091) was appointed as statutory auditors of the company to hold office till the conclusion of the Annual General Meeting to be held for the financial year 2025-2026.

The Company has received certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.

There are no qualifications, reservations or adverse remarks and disclaimers made by the Statutory Auditors, in their Audit Report for the Financial Year 2024-25. Further, there were no frauds reported by the Statutory Auditors to the audit committee or the board under Section 143(12) of the Act for the Financial Year 2024-25.

(B) SECRETARIAL AUDITOR

According to the provision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed APAC & Associates LLP, Firm of Company Secretary(ies), on 29/05/2024 to undertake the Secretarial Audit of the Company for the financial year ended 31/03/2025.

The Secretarial Audit Report Submitted by APAC & Associates LLP, for the financial year ended 31/03/2025 in the prescribed form MR-3 is annexed to the report as "ANNEXURE 1".

(C) INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company is required to appoint an Internal Auditor to conduct an internal audit of its functions and activities.

The Board appointed S. Sivagami, Chartered Accountant as the Internal Auditor of the Company on 11/02/2025 for Financial Year 2024-25.

The Internal Audit Report was received yearly by the Company and the same was reviewed and approved by the Audit Committee and Board of Directors. The yearly Internal Audit Report received for the financial Year 2024-25 is free from any qualification, further, the notes on accounts are selfexplanatory.

(D) COST AUDITOR

The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the company.

28. CREDIT RATING OF SECURITIES

The Company has not obtained any credit rating of its securities.

29. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No corporate insolvency resolution process is initiated against your Company under Insolvency and Bankruptcy Code, 2016 (IBC).

30. DETAILS OF FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the year the Company has not failed to execute any corporate action.

31. STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

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

The company has in place an anti sexual harassment policy in line with the requirements of the sexual harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further the company was committed to providing a safe and conducive work environment to its employees during the year under review. Your directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Constitution of Internal Complaints Committee (ICC) is not applicable on company as the company does not have more than ten employees.

Summary of sexual harassment complaints received and disposed of during the financial year: - No. of complaints received: NIL No. of complaints disposed of: NIL

No. of complaints pending for more than ninety days: NIL No. of complaints unsolved: NIL

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a vigil mechanism (whistle blower policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The Vigil Mechanism Committee consists of below mentioned members as on March 31, 2025:

S.No. Name of Members	Position Held
1. Mr. Sanjay Kumar	Chairman
2. Ms. Uma Rajaram	Member
3. Mr. Prakash Arya	Member

34. CAUTIONARY STATEMENT

The statements contained in the Boards Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The company was not required to give details of the difference in valuation since it is not applicable to the Company for the financial year under review.

36. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES

There were no instances of voting rights not exercised directly by the employees in respect of shares to which scheme relates under section 67 (3) of the Companies Act, 2013 read with Rule 16 (4) Chapter IV- Companies (Share Capital and Debentures) Rules, 2014 during the financial year under review.

37. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

Female

2

Male

1

Transgender

0

38. PARTICULARS OF TOP TEN EMPLOYEE:

Pursuant to Section 197 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of top ten employees of the Company in terms of remuneration drawn including those employed throughout the year who was in receipt of the remuneration exceeding One Crore and Two lakh Rupees per annum or if employed for a part of the financial year Eight Lakh and Fifty Thousand Rupees or more per month forms part of this report as "ANNEXURE 2".

39. RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013, with related parties as defined under Section 2 (76) of the said Act. Further,

all the necessary details of transactions entered with the related parties are attached herewith in form no. AOC-2 for your kind perusal and information, said is annexed and mark as ANNEXURE 3.

40. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management discussion & Analysis Report for the FY 2024-25, as stipulated under the SEBI (LODR) 2015, presented in the separate section forming part of the Boards Report as " ANNEXURE 4".

41. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION

The Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178 of the Act are covered under the Boards policy formulated by the Company and the same is available on the Company website http://www.crmetal.in/.

42. HUMAN RESOURCES

Industrial harmony was maintained during the year through peaceful and productive employee relations. To augment the skills of employees, few training sessions were imparted to employees on matters related to ethics and compliance, discipline, safety of the employees and environmental awareness. Wide-ranging employee engagement initiatives were organized to sustain the engagement levels of employees.

43. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors had adopted a Code of Conduct for the Board Members and employees of the company. This code helps the Company to maintain the standard of business ethics and ensure compliance with the legal requirements of the company. The code is aimed at preventing any wrongdoing and promoting ethical conduct at the Board and employees. The Compliance officer is responsible to ensure adherence to the Code by all concerned. The code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. The same was available on the website of the Company www.crmetal.in.

44. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company has nothing to disclose with respect to demat suspense account/ unclaimed suspense account.

45. DISCLOSURE OF ACCOUNTING TREATMENT

No differential treatment has been followed during the financial year 2024 - 2025 in preparation of the financial statements.

For those statements, the Company cautions that numerous important factors could affect the Companys actual results and could cause its results to differ materially from those expressed in any such forward-looking statements.

46. ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation received from the banks, government authorities, customers, vendors and shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the executives, staff, and workers of the company.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS
CRIMSON METAL ENGINEERING COMPANY LIMITED
Chandrakesh Pal	Vinay Kumar Goyal
DIN :07277936	DIN : 00134026
Whole-time director	Managing Director
R/o : No.5A, Karasur Road, Sedrapet	R/o : C-16, Paschimi Marg, Vasant Vihar, South
Puducherry - 605111	West Delhi - 110057
Date: August 12, 2025	Date: August 12, 2025
Place: Chennai	Place: New Delhi