Grand Foundry Ltd Directors Report

To

The Members,

Grand Foundry Limited

Your Directors are pleased to present the Thirty Third (33rd) 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 No. Particulars	For the Year ended 31st March, 2025	For the Year ended 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. COMPANYS PERFORMANCE AND REVIEW

The total revenue (net) of the Company for the year ended 31st March 2025, decreased by 26% and stood at Rs. 2.05 Lakhs as against Rs. 2.77 Lakhs in the previous year. During the year the Company has incurred losses of Rs. 68.06 lakhs as against loss of Rs. 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 COMPANYS AFFAIR AND BUSINESS REVIEW

The details of the Companys 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 NonIndependent 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 33rd 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, NonExecutive 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 12th 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 31st, 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 Companys 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 202425, 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 Companys 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 Companys 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 arms 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 COMPANYS 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 31st 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 Companys 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 Companys 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