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

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