The Company is pleased to present the 40^th Board's Report of the Company together with the
Company's Audited Financial Statements for the Financial Year (FY) ended March 31, 2024 ("FY
2023-24").

1. FINANCIAL RESULTS

A brief summary of the Company's financial performance for the financial year is as under:

2. STATE OF COMPANY'S AFFAIRS (FINANCIAL HIGHLIGHTS)

During the FY 2023-24, the revenue from operations was ^ 827.70 lakhs. The revenue from
operations of the Company has been increased by 1.34% during the FY 2023-24 as compared
to ^ 816.20 lakhs in the previous FY 2022-23. The Company suffered loss after tax of ^ 133.29
lakhs during the FY 2023-24. The Company continues to take effective steps in broad-basing
its range of activities.

3. DIVIDEND

During the FY 2023-24 no dividend is being recommended by the Director.

4. DEPOSITS

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.

However, the Company had received loan from its director/relative of director as on 31st
March, 2024 and outstanding amount payable to them is Rs. 10,09,078/-. The details of loan
received from director/relative of director is provided in the financial statements.

5. TRANSFER TO RESERVE

During the said financial year, the Company has not transferred any amount to any reserve
of the Company.

6. CAPITAL STRUCTURE

As on March 31, 2024, the Company has Authorized Share Capital of ^ 10,00,00,000/- and
Paid Up share capital of ^ 4,42,82,070/-. The equity shares of the Company are listed with
BSE. There are no arrears on account of payment of listing fees to the said Stock Exchange.

During the year under review, the Company has not issued shares or granted stock options
or sweat equity shares, accordingly, there is no change in the share capital during the year.

7. REPORTING OF FRAUD

During the said financial year, no instances of fraud were reported by the Statutory Auditors
of the Company.

8. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the said financial year.

9. COST RECORDS

A Disclosure under sub-section (1) of section 148 of the Companies Act, 2013 for
maintenance of cost records as specified by the Central Government is not applicable to the
Company, and such accounts and records are not required to be made and maintained by
the Company.

10.SIGNIFICANT AND MATERIAL ORDERS, IMPACTING THE GOING CONCERN STATUS AND
COMPANY OPERATION IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company's operation in the future.

11. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT
VENTURES, HOLDING OR ASSOCIATE DURING THE YEAR

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

12. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

The Company has neither filed any application nor is any proceeding pending against the
Company under the Insolvency and Bankruptcy Code, 2016, during the financial year.

13. 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

The Company has not done any one time settlement with the Banks or Financial Institutions
during the financial year.

14.STATUTORY AUDITORS

In the terms of the provisions of section 139 of the Companies Act, 2013, OP Bagla & Co. LLP
Chartered Accountant, (ICAI FRN: 000018N/N50009), were appointed as the Statutory
Auditors of the Company in the Annual General Meeting held on September 30, 2021 till the
conclusion of the Annual General Meeting to be held for financial Year 2025-26.

The Auditors Report annexed to Accounts for the year ended March 31, 2024 is self¬
explanatory and do not call for any further comments. Further, the Auditors' Report does not
contain any qualification, reservation, adverse remarks or disclaimer.

15.SECRETARIAL AUDITORS

The Board appointed Mr. Chetan Gupta, Managing Partner of APAC and Associates LLP,
(Unique ICSI Code.: P2011DE025300) on 29^th May, 2024 to conduct the secretarial audit of
the Company for the FY 2023-24 as required under Section 204 of the Act and rules framed
thereunder.

There is no qualification, reservation or adverse remark made in their secretarial audit report.
The Audit Report of the Secretarial Auditor is attached herewith as per "Annexure A".

16. RISK MANAGEMENT POLICY

The risk management is overseen by the Audit committee & Board of Directors of the
Company in a continuous basis. Major risks, if any, identified by the business and functions
are systematically addressed through mitigating action on a continuous basis. The Risk
Management policy is available on the Company website http://www.crmetal.in/.

17. I NTERNAL FINANCIALS CONTROLS

The Company has, in all material respects, an adequate internal financial control system over
financial reporting and such internal financial controls over financial reporting were
operating effectively as at March 31, 2024 based on the internal control over financial
reporting criteria established by the Company considering the essential components of
internal control. The Company has an adequate Internal Control system, commensurate with
the size, scale and complexity of its operations. During the year, such controls were tested
and no reportable material weaknesses in the design or operation were observed.

18. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management discussion & Analysis Report for the FY 2023-24, as stipulated under the
SEBI (LODR) 2015, presented in the separate section forming part of the Board's Report as
"Annexure B".

19. CORPORTATE SOCIAL RESPONSIBILITY

As on date, the Company does not fall within the preview of CSR requirements in terms of
Section 135 of Companies Act, 2013.

20. MATERIAL CHANGES AND COMMITMENT

Apart from the instances mentioned in this report, there have been no other material
changes and commitments affecting the financial position of the Company between the end
of the financial year and the date of this report.

However, following Directors were resigned or appointed in the Company after the end of
the financial year and before the date of this report:

* Mr. Krishan Batra resigned from the designation of Independent Director w.e.f. 25/05/2024
due to his pre-occupation.

21. PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of the Audit and Nomination & Remuneration Committees and the
same was based on questionnaire and feedback from all the Directors on the Board as a
whole, Committees and self-evaluation.

A structured questionnaire was prepared after taking into consideration of the inputs
received from the Directors, covering various aspects of the Board's functioning such as
adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. A separate exercise was carried
out to evaluate the performance of individual Directors including the Chairman of the Board,
who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interests 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 of the Board and the Executive Directors
was carried out by the Independent Directors.

22. MEETINGS HELD DURING THE YEAR

The Board met 7 (Seven) times during the financial year, and the intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013, whereas the
Audit Committee met 4 (Four) times, Nomination & Remuneration Committee met 3 (Three)
times, Stakeholder Relationship Committee and Independent Directors have met 1 (One)
time each.

In addition to this, dates of meetings are given below:

23. BOARD COMMITTEE

The Board had constituted the following committees viz. Audit Committee, Nomination and
Remuneration Committee and Stakeholders' Relationship Committee. Composition of the
aforesaid committees are specified below:

24. I NDEPENDENT DIRECTORS' DECLARATION

All independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 of the Companies Act, 2013 which has been
relied on by the Company and placed at the Board Meeting of the Company.

Mr. Prakash Arya was appointed as an Additional Non-Executive Independent Director of the
Company also gave proper declaration that they meet the criteria of independence as laid
down under Section 149 of the Companies Act, 2013.

25. DIRECTORS/KMP APPOINTED OR RESIGNED DURING THE YEAR

Following Directors/KMP were appointed or resigned during the year under review:

A. Ms. Prachi Mittal was terminated from the post of the Company Secretary & Compliance
Officer w.e.f. 23^rd May, 2023.

B. Mr. Vinay was appointed as a Company Secretary cum Legal & Compliance Officer w.e.f.
29^th May, 2023.

C. Mr. Vinay was resigned from the post of the Company Secretary cum Legal &
Compliance officer w.e.f. 16^st September, 2023;

D. Mr. Kanhaiya Lal Pandey ceased from the designation of director due to expiry of tenure
w.e.f. 17^th September, 2023.

E. Ms. Divya Arora was appointed as a Company Secretary & Compliance Officer w.e.f. 01^st
December, 2023.

26. RETIREMENT BY ROTATION

In accordance with the provision of Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Velu Paneerselvam, Non-Executive Director of the
Company retires by rotation at the ensuing Annual General Meeting and being eligible and
has offered himself for his reappointment.

27. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION

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 Board's policy formulated by the Company and the same is
available on the Company website http://www.crmetal.in/.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING / OUTGO

The nature of business does not involve any Technology Absorption, and Conservation of
Energy as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules, 2014. However, efforts to reduce and optimize the use of
energy through improved operations and other means continue.

29. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has in place a policy
on prevention, prohibition and Redressal of sexual harassment at workplace in line with the
provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed there under. In view of Limited Number of
Employees at present Internal Complaints Committee has not been formed so far. During the
financial year 2023 - 2024, the Company has not received any sexual harassment complaints.

30. EXTRACT OF THE ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Company's
website www.crmetal.in.

31. 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.

32. TRANSFER 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 didn't declared any dividend in the past 7 (Seven) years and nothing is
transferred to the IEPF during the said Financial Year.

33. WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and as per the provisions of SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015, the Board of Directors had
approved the policy on vigil mechanism / whistle blower and the same was hosted on the
website of the Company www.crmetal.in.

The policy inter-alia provides a direct access to the Chairman of the Audit Committee. The
Company hereby affirms that no Director / employee has been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year.

34. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the said financial year, the Company has not given any loan or guarantee or made any
investment which is covered under the provisions of Section 186 of the Companies Act, 2013.

35. RELATED PARTY TRANSACTIONS

During the year FY 2023-24, the Company has entered into any transaction with related
parties as per section 188 of the Companies Act, 2013 as per "Annexure C".

36.SECRETARIAL STANDARDS

The Company has complied with the applicable secretarial standards, i.e. Secretarial
Standard-1 (Secretarial Standard on Meeting of Board of Directors) and Secretarial Standard-
2 (Secretarial Standard on General Meeting) during the said financial year.

37. 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.

38.STATEMENT OF PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 D".

39. 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.

40. DISCLOSURE OF ACCOUNTING TREATMENT

No differential treatment has been followed during the financial year 2023 - 2024 in
preparation of the financial statements.

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

41. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 read with Rules made thereunder, as
amended from time to time, your Directors hereby state that:

a) in the preparation of the annual accounts for the FY 2023-24 the applicable accounting
standards have been followed and that there are no material departures;

b) appropriate accounting policies have been selected and applied are consistent and
judgments and estimates 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, 2024 and of the profit and loss of the
Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts for the FY 2023-24 have been prepared on a going concern basis;

e) adequate internal financial controls have been laid and effectively followed by the
Company; and

f) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

42. ACKNOWLEDGMENT

The Board of Directors wishes to place on record its deep sense of appreciation for the
committed services by all the employees of the Company at all levels, who, through their
hard work, solidarity, co-operation, support, and commitment have enabled the Company to
achieve the growth. The Board gratefully acknowledges the support and co-operation
extended by the Bankers, Shareholders and other business associates.

By order of the Board of Directors
For Crimson Metal Engineering Company Limited

Chandrakesh Pal Vinay Kumar Goyal

Date: 31.07.2024 Whole Time Director Managing Director

Place: Delhi DIN: 07277936 DIN:00134026