Directors Report of Ahmedabad Steelcraft Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting 53^rd Annual report on the affairs of the Company together with the Audited Financial
Statements for the year ended on March 31, 2025.

FINANCIAL PERFORMANCE:

The summarized financial performance of the Company is summarized below;

('' In Lacs)

Particulars	For the year ended March 31,2025	For the year ended March 31, 2024
Gross Total Income (Including other Income)	17,229.07	300.92
Total Income	17,229.07	300.92
Total Expenses (Excluding Interest and Depreciation)	15,981.53	547.91
Profit / (Loss) before Depreciation& Interest	1,247.54	(246.99)
Less : Depreciation	0.27	12.24
Less: Interest	0	0
Profit / (Loss) Before Tax	1,247.26	(259.24)
Less : Current Tax	176.74	0
Less: MAT Credit	0	0
Less: Deferred Tax	0.13	(30.61)
Net Profit / (Loss) After Tax	1,070.39	(228.63)
Other Comprehensive Income after Tax	3.02	41.73
Total Comprehensive Income for the year	1,073.41	(186.90)

Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s
classification / disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules
notified under the relevant provisions of the Companies Act, 2013, forms part of the Annual Report and Accounts.

HIGHLIGHTS OF THE FINANCIAL SUMMARY:

During the period, the total Income of the Company for the year ended on March 31, 2025 was '' 17,229.07 lacs against total income
of '' 300.92 lacs in the previous year and net profit of the Company is amounted to '' 1,070.39 lacs as against the net loss of '' (228.63)
lacs in the previous year. Your Board as usual continues to make its best possible efforts to improve the overall working and financial
performance of your Company.

DIVIDEND:

The Board has not recommended any dividend on equity shares for the financial year 2024-25, as the profits have been transferred to
the General Reserve

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Section 124 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 ("the Rules"), mandates that companies transfer dividend that has remained unclaimed for a period of seven
years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules mandate that the
shares on which dividend has not been paid or claimed for seven consecutive years or more be transferred to the IEPF.

The following table provides a list of years for which unclaimed dividends and their corresponding shares would become eligible to be
transferred to the IEPF on the dates mentioned below

Year	Dividend per	Date of	Due date for
	Share	declaration	transfer
2016-17	? 0.50 (5%)	04-09-2017	09-10-2024
2017-18	? 0.50 (5%)	19-09-2018	24-10-2025
2018-19	? 0.50 (5%)	22-08-2019	02-08-2026
2019-20	Nil	Nil	Nil
2020-21	Nil	Nil	Nil
2021-22	Nil	Nil	Nil
2022-23	Nil	Nil	Nil

In order to educate the shareholders and with an intent to protect their rights, the Company also sends regular reminders to shareholders
to claim their unclaimed dividends / shares before it is transferred to IEPF. Shareholders may note that both the unclaimed dividends
and corresponding shares transferred to IEPF, including all benefits accruing on such shares, if any, can be claimed from IEPF following
the procedure prescribed in the Rules. No claim shall lie in respect thereof with the Company.

Dividend remitted to IEPF

Financial Year	Date of declaration	Date of transfer to IEPF	Amount transferred to IEPF
2010-11	28-09-2011	26/09/2019	152,513
2011-12	21-09-2012	06/11/2019	177,973
2012-13	22-08-2013	07/10/2020	1,80,997
2013-14	04-09-2014	12/10/2021	1,83,748
2014-15	----	----	----
2015-16	16-09-2016	13/10/2023	1,62,599

Shares transferred to IEPF

During the financial year 2016-17, the Company has paid dividend '' 0.50 per share and the unpaid dividend will be transferred to IEPF
account in accordance with IEPF rules.

TRANSFER TO RESERVES:

During the period under review your Company has made a profit of '' 1,070.39/- Lacs. The said credit balance has been transferred to
Reserves and Surplus. Further, there has been no delay in transferring amounts required to be transferred, to the Investor Education
and Protection Fund, except as under:

Year	Amount of unclaimed dividend, Pending to be transferred to Investor Education and Protection Fund
2016-17	'' 1,29,165/-

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time,
all documents, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email
IDs are registered in their Demat account or are otherwise provided by the members.

CHANGE OF REGISTERED OFFICE:

During the year, the Registered Office of the Company was shifted from North Tower, 604, ONE-42 Complex, B/h Ashok Vatika, Nr.
Jayantilal Park BRTS, Ambli-Bopal Road, Ahmedabad-380058, Gujarat to Office No.213, Sakar 5, B/hNatraj Cinema, Off Ashram Road,
Ellisbridge, Ahmedabad - 380009, Gujaratwithin the local limits of the city w.e.f August 07, 2024

CHANGE IN THE NATURE OF THE BUSINESS:

During the year, the company has altered its Memorandum of Association (MOA) by adding new objects as sub-clause 1, 2, 3 and 4 in
the main object clause of Memorandum Association of Company in replacement of the existing sub-clause 1 to 8 duly approved by
members at 52^nd Annual General Meeting held on September 30, 2024.

PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the
Companies Act, 2013 and the Rules framed there under to the extent notified 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..

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Joint Venture or Associate Company.

OPEN OFFER AND CHANGE IN MANAGEMENT

Mr. Rohit Pandey as Acquirer 1 and Mr. Sunil Dutt Pandey as Acquirer 2 have entered into a Share Purchase Agreement ("SPA") dated
03/05/2024 with the promoters and promoter group of the Target Company naming Ahmedabad Steelcraft Limited for acquisition of
27,76,832 (Twenty Seven Lakh, Seventy Six Thousand and Eight Hundred Thirty Two) equity shares ("Sale Shares") of face value of '' 10/-
each representing 67.86 % of the paid up and voting equity share capital of the Company.

The Acquirers did an open offer to the public shareholders under the SEBI (SAST) Regulations, 2011 and acquired control of the
Company. Further Mr. Rohit Pandey and Mr. Sunil Dutt Pandey have acquired the equity shares of old promoters and became the
promoters of the Company through an open offer in accordance with SEBI (SAST) Regulations, 2011. The Company has been taken
over by new promoters and the old management viz. Mr. Ashok Chandrakant Gandhi, Independent Director. Mr. Shreyas Chinubhai
Sheth, Independent Director, Mr. ShrujalSudhirbhai Patel, Independent Director, Mr. Darshan Ashokbhai Jhaveri, Managing Director,
Mr. Anand Vipinchandra Shah, Managing Director, Mr. Anand Navinchandra Jhaveri, Wholetime Director, Mrs. Nitaben Girishchandra
Shah, Wholetime Director, Mr. Kartikeya Shashankbhai Shah ,Wholetime Director, Mr. Aniruddh Darshanbhai Jhaveri Non-Independent
Director Mr. Viral Anil Jhaveri Chief Executive Officer and Mr. Arjun Anand Shah ,Chief Financial Officer. have tendered their resignation
from the respective designation with effect from June 28, 2024. Your Directors place on record their appreciation of valuable services
rendered during their tenure as a director & Management of the Company.

The Board is re-organised with the new management viz. Mr. Rohit Pandey, Managing Director, Mr. Sunil Dutt Pandey, Dircetor, Mrs. Preeti
Punia, Director, Mr. Rajeev Singh Independent Director and Mr. Rajeev Jain, Independent Director with effect from June 28, 2024.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition of Board and Key Managerial Personnel

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Meeting director /person is entitled to attend	No. of Board Meeting attended during the year
Mr. Rohit Pandey 1	Managing Director	Promoter	9	8	8
Mr. Sunil Dutt Pandey 2	Chairperson and Non¬ Executive Director	Promoter - Non¬ Independent Director, Non¬ Executive	9	8	8
Mrs. Preeti Punia 1	Director	Non-Independent Director, Non¬ Executive	9	8	8
Mr. Rajeev Singh 2	Independent Director	Independent Director, Non¬ Executive	9	8	8

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Meeting director /person is entitled to attend	No. of Board Meeting attended during the year
Mr. Rajeev Jain 1 2 3	Independent Director	Independent Director, Non¬ Executive	9	8	8
Mr. Ashok Chandrakant Gandhi 6	Independent Director	Chairman, Independent, Non¬ Executive	9	2	2
Mr. Shreyas Chinubhai Sheth 7	Independent Director	Independent, Non¬ Executive	9	2	2
Mr. Shrujal Sudhirbhai Patel 8	Independent Director	Independent, Non¬ Executive	9	2	2
Mr. Darshan Ashokbhai Jhaveri 9	Managing Director	Promoter, Executive	9	2	2
Mr. Anand Vipinchandra Shah 10	Managing Director	Promoter, Executive	9	2	2
Mr. Anand Navinchandra Jhaveri 11	Whole Time Director	Promoter, Executive	9	2	2
Mrs. Nitaben Girishchandra Shah 12	Whole Time Director	Promoter, Executive	9	2	2
Mr. Kartikeya Shashankbhai Shah 13	Whole Time Director	Promoter, Executive	9	2	2
Mr. Aniruddh Darshanbhai Jhaveri 14	Non-Independent Director	Promoter, Executive	9	2	2
Mr. Viral Anil Jhaveri 15	Chief Executive Officer	Promoter	9	2	2
Mr. Arjun Anand Shah 16	Chief Financial Officer	-	9	3	3
Mr. Kamlesh Sharma 17	Chief Financial Officer		9	3	3
Ms. Siddhi Shah 18	Company Secretary & Compliance Officer		9	8	8
Mr. Kirtan Yogeshbhai Panchal 19	Company Secretary and Compliance Officer		9	0	0

1. Mr. Rohit Pandey (DIN: 03425671) has been appointed as Additional Director under the category of Managing Director of the
Company with effect from June 28, 2024 and confirmed and appointed as Managing Director of the Company mpany by the
members at the 52^nd Annual General Meeting held on September 30, 2024.

2. Mr. Sunil Dutt Pandey (DIN: 06972473) has been appointed as Additional Director under the category of Whole-Time Director
of the Company with effect from June 28, 2024 and Confirmed and appointed as Whole-Time Director of the Company by the
members at the 52^nd Annual General Meeting held on September 30, 2024.

4. Mr. Rajeev Singh (DIN: 10686736) has been appointed as Additional Director under the category of Independent Director of the
Company with effect from June 28, 2024 and Confirmed and appointed Independent Director of the Company by the members at
the 52^nd Annual General Meeting held on September 30, 2024.

5. Mr. Rajeev Jain (DIN: 10686749) has been appointed as Additional Director under the category of Independent Director of the
Company with effect from June 28, 2024 and and Confirmed and appointed Independent Director of the Company by the members
at the 52^nd Annual General Meeting held on September 30, 2024.

6. Mr. Ashok Chandrakant Gandhi (DIN: 00022507) has resigned from the position of Independent Director of the Company
w.e.f. June 28, 2024

7. Mr. Shreyas Chinubhai Sheth (DIN: 00009350) has resigned from the position of Independent Director of the Company
w.e.f. June 28, 2024.

8. Mr. ShrujalSudhirbhai Patel (DIN: 02087840) has resigned from the position of Independent Director of the Company
w.e.f. June 28, 2024.

9. Mr. Darshan AshokbhaiJhaveri (DIN: 00489773) has resigned from the position of Managing Director of the Company with effect
from June 28, 2024.

10. Mr. Anand Vipinchandra Shah (DIN: 00017452) has resigned from the position of Managing Director of the Company with effect
from June 28, 2024.

11. Mr. Anand Navinchandra Jhaveri (DIN: 00489833) has resigned from the position of WholetimeDirector of the Company with effect
from June 28, 2024.

12. Mrs. Nitaben Girishchandra Shah (DIN: 03225876) has resigned from the position of Wholetime Director of the Company with
effect from June 28, 2024.

13. Mr. Kartikeya Shashankbhai Shah (DIN: 01988972) has resigned from the position of Whole time Director of the Company with
effect from June 28, 2024.

14. Mr. Aniruddh Darshanbhai Jhaveri (DIN: 08076497), has resigned from the position of Director of the Company with effect
from June 28, 2024

15. Mr. Viral AnilbhaiJhaveri (DIN: 00489644) has resigned from the position of Chief Executive Officer of the Company with effect
from June 28, 2024.

16. Mr. Arjun Anand Shah has resigned from the position of Chief Financial Officer of the Company with effect form 02^nd September, 2024

17. Mr. Kamlesh Sharma has been appointed as the Chief Financial officer of the Company with effect from 11^th October, 2024

18. Mrs. Siddhi Shah has resigned from the position of Company Secretary and Compliance officer of the Company w.e.f. 18^th March, 2025

19. Mr. Kirtan Yogeshbhai Panchal has been appointed as Company Secretary and Compliance officer of the Company w.e.f. 14^th May, 2025

b) Retirement by rotation:

In order to ensure compliance with Section 152 (6) of the Act, the Board has considered Ms. Preeti Punia (DIN: 10684352) who is
liable to retire by rotation and being eligible offer themselves for reappointment.

c) Declaration of Independence

Mr. Rajeev Singh and Mr. Rajeev Jain Independent Directors the Company appointed on June28, 2024. Both the Independent
Directors are being appointed as an Additional Director and regularized in 52^nd Annual General Meeting for the term of 5 years.
Both the Independent Directors provided with the declaration of Independence confirming that they meet the criteria of
independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there

under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time
being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise
and they hold highest standards of integrity.

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 and reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board /Committee of the Company.

d) Performance Evaluation

Pursuant to the Provisions of the Companies Act, 2013and Regulation 17 of SEBI Listing Regulations, the Board has carried out
the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent
Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously
evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had
a separate meeting without the presence of any non-independent directors and management and considered and evaluated
the Board''s performance, performance of the Chairman and other non-independent directors and shared their views with the
Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without
participation of the relevant director.

e) Meeting of Board and Committees

The Board of Directors of the Company met (9) Nine times during the financial year ended March 31, 2025.

Sr.No	Date of Meeting
01/2024-25	May 28, 2024
02/2024-25	June 28, 2024
03/2024-25	August 07, 2024
04/2024-25	September 02, 2024
05/2024-25	September 30, 2024
06/2024-25	October 11,2024
07/2024-25	November 11, 2024
08/2024-25	February 14, 2025
09/2024-25	March 27, 2025

Details of attendance of meetings of the Board and its Committees are included in this report. The Independent Directors met on
March 31, 2025, during the financial year under review.

f) Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b)
Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of
the Committees, role and responsibilities assigned to these Committees etc. are included in this report.

g) Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on the
date of signing this Report:

1. Mr. Rohit Pandey, Managing Directors

2. Mr. Kirtan Yogeshbhai Panchal, Company Secretary & Compliance Officer (w.e.f. May 14, 2025)

3. Mr. Kamlesh Sharma, Chief Financial Officer (w.e.f. October 11, 2024)

INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met on March 31, 2025 to discuss the performance evaluation of the Board, Committees, Chairman and the
individual Directors.

The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. The performance of the
Chairman taking into account the views of executive Directors and Non-Executive Directors and assessed the quality, quantity and
timeline of flow of information between company management and Board.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement,
Your Directors confirm that they have:

(i) followed applicable accounting standards, along with proper explanation relating to material departures in the preparation of the
annual accounts for the financial year ended on March 31,2025;

(ii) 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 of
the Company for the year under review;

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

(iv) prepared the annual accounts for the financial year ended on March 31, 2025 on a going concern basis;

(v) had devised proper systems to ensure compliance with the Provisions of all applicable laws and such systems were adequate and
operating effectively; and

(vi) Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are
operating effectively.

AUDITORS:

The matters related to Auditors and their Reports are as under:

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,
as amended from time to time, The Auditors of the Company are M/S. Prateek Gupta & Company, Chartered Accountants (FRN:
016512C) were appointed as Statutory Auditors of the Company at 52^nd Annual General Meeting held on 30^th September, 2024 to
hold office for five years from the Financial Year 2024-25 to 2028-29.

The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company and they hold a valid
certificate issued by the ICAI.

They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditor of the Company.

During the financial year 2024-25, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under
Section 143(12) of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended from time to
time).Therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations
or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under
Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

b) Cost Auditor

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section
148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies
Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained,

c) Internal Auditor

M/s. Vars and Associates (FRN: 013729C) Chartered Accountant, were appointed as an Internal Auditor of the Company by Board of
Directors dated 02^nd September, 2024.

d) Secretarial Auditor

In accordance with the provisions of Section 204 of the read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. Vishwas Sharma & Associates, Firm of Practicing
Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025.
The Secretarial Audit Report for the financial year ended March 31,2025 in Form No. MR - 3 is attached as ''Annexure A'' to this report.
The said report contains observation or qualification certain observation and qualification which are mentioned here in under.

Qualification

Explanation

The website of the Company is not updated as per regulation 46(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors of the Company would like to clarify that the website of the Company was not updated at the end of financial year as the company has been taken over by the new management of the company. The management had adopted the new line of business and the new management is under process to update the website as per change in line of business of the company. Further, the Company will give separate intimation to Stock Exchange once the website gets updated.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Mr. Kirtan Yogeshbhai Panchal has been appointed as Whole Time Company Secretary and Compliance Officer of the company
w.e.f. May 14, 2025

SHARE CAPITAL:

Authorised Share Capital:

During the period under review Company has increased its Authorized share capital from '' 5,00,00,000 consisting of 50,00,000 Equity
Shares of '' 10/- each to '' 16,00,00,000 consisting of 1,60,00,000 Equity Shares of '' 10/- each at Extra-ordinary General Meeting of the
Company held on 02^nd September, 2024.

Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and paid Up Capital of the Company is '' 9,64,20,000 consisting of 96,42,000 equity Shares of Re. 10/- each as on
March 31, 2025.

During the period under review company has issued 1,10,00,000 warrants at price of '' 72/- per warrant (Face Value of ''10/- and premium
of '' 62/- each) aggregating to an amount not exceeding '' 79,20,00,000 (Rupees Seventy Nine Crores Twenty Lakhs only) to promoter
and Non-promoter group of the Company, entitling the warrant holders to exercise option to convert and get allotted 1 (One) equity
share of Face Value of ''10/- months for date of allotment of warrants i.e. 30^th September, 2025.

Further, during the year under review, the warrant holders exercised the option to convert 55,50,000 (Fifty-Five Lakhs Fifty Thousand)
warrants into equity shares, and accordingly, the Company has allotted the said equity shares on 27^th March, 2025.

EXTRA ORDINARY GENERAL MEETING:

During the year, pursuant to Section 100 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules,
2014 (including any statutory amendment(s) or re-enactment(s) thereof), the Company convened an Extra-Ordinary General Meeting of
its shareholders on 2^nd September, 2024. At the said meeting, the following resolutions were passed:

1. To consider and approve the increase in Authorised Share Capital of the Company and consequent alteration of the Capital Clause
of the Memorandum of Association.

2. To approve the issue of Fully Convertible Share Warrants on a preferential basis.

3. To approve Inter-Corporate Loans, Investments, Guarantees, Securities, and Acquisitions under Section 186 of the
Companies Act, 2013.

LISTING:

The Equity Shares of the Company are presently listed and actively traded on the Bombay Stock Exchange (BSE). The Company is regular
in payment of listing to the Stock Exchange i.e. BSE Limited.

DEMATERIALIZATION OF SHARES:

As on March 31, 2025, there were 96,17,250 Equity Shares dematerialized through depositories viz. National Securities Depository
Limited and Central Depository Services (India) Limited, which represents about 99.74% of the total issued, subscribed and paid-up
capital of the Company. (BSE)

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

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilizing alternate sources of energy: None

iii. the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption: None

ii. the benefits derived like product improvement, cost reduction, product development or import Substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A

e) The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING &OUTGO :

i. Activites relating the export: Company exports steel related items.

ii. Foreign Exchange Earning :NIL

iii. Foreign Exchange Outgo :Nil

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the financial year 2024-25, the Company has not given any loan to any other Company.

The investment in other securities is within the authority given to the Board by the shareholders under Section 186 of the
Companies Act, 2013.

Particulars of loans given, investments made and securities provided covered under Section 186 of the Companies Act, 2013 are provided
in the Note No. 4, 5 and 6 specifying details of Non-Current Financial Assets: Investments & Current Financial Assets: Loans & Advances
respectively to the accompanying financial statements, presented in this Annual Report. However, the Company had not provided
securities and given guarantees covered under Section 186 of the Companies Act, 2013 during the year ended on March 31, 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time, the Company has
a policy on Related Party Transactions which is approved by the Board which inter-alia defines the process for identifying, reviewing,
approving and monitoring of Related Party Transactions. The policy was revised pursuant to the amendment of SEBI Listing Regulations
and the same is available on the Company''s website at http://www.steelcraft.co.in/.

During the financial year 2024-25, there have been no material significant related party transactions that may have potential conflict
with the interest of the Company at large. Further Company did not enter into any contracts or arrangements with related parties in
terms of Section 188(i) of the Companies Act, 2013.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2
is not applicable to the Company for FY 2024-25.

ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and
Administration)Rules, 2014, Annual Return of the Company as at March 31, 2025 is hosted on your Company''s website athttp://www.
steelcraft.co.in/

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the
Company''s operations in future.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific
areas/activities as mandated by applicable regulations, which concern the Company and need a closer review. The composition and
terms of reference of all the Committees are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all the recommendations made
by the respective Committees were accepted by the Board. All observations, recommendations and decisions of the Committees are
placed before the Board for information or for approval.

The Company have Audit Committee, Stakeholders'' Relationship Committee and Nomination and Remuneration Committee.

(a) AUDIT COMMITTEE:

The Board of the Company has constituted an Audit Committee at the Board level. The Audit Committee at the Board level acts as
a link between the Statutory Auditors, Internal Auditor, the Management and the Board of Directors and overseas the Accounting
Policies and Practices, Financial Reporting Process, Financial Statements, Reports of Auditors.

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the
Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and Section 177 of
the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors. The terms of reference of the
Audit Committee are broadly as under:

• Oversight of the Company''s Financial Reporting Process and the disclosure of its Financial Information to ensure that the
Financial Statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

• Examination and reviewing, with the Management, the Annual Financial Statements and Auditors'' Report thereon before
submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms
of Section 134 (3)(c) of the Act;

ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by Management;

iv. Significant adjustments made in the Financial Statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to Financial Statements;

vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

• Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;

• Review and monitor the Auditors'' independence and performance and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with Related Parties;

• Scrutiny of Inter - Corporate Loans and Investments;

• Evaluations of Internal Financial Controls and Risk Management Systems;

• Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal
control systems;

• Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings
and follow up there on;

• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern;

• To review the functioning of the Whistle Blower Mechanism;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

• .Consider and comment on rationale, cost benefits and impacts of schemes involving merger, demerger,
amalgamation etc., on the listing entity and its shareholders.

The Committee comprises of 3 Directors, out of which 2 are Independent Directors. Ms. Siddhi Shah, Company Secretary of the
Company acted as a Secretary of the Committee. Majority of the Members of the Audit Committee have Financial, Accounting and
Management expertise. The board of directors has accepted all recommendations of the Audit Committee during the year.

The composition of the Audit Committee for the year ended on March 31, 2025 and details of meetings
attended by the Directors during the year 2024-25 are given as below:

Name of the Directors	Designation	Category	Number of	Number of	Number of
			meetings	meetings members	meeting
			held	entitled to held	attended
Mr. Rajeev Jain	Chairperson	Independent Director	05	04	04
Mr. Rajeev Singh	Member	Independent Director	05	04	04
Mr. Rohit Pandey	Member	Managing Director	05	04	04

Presence of Chairman of the Audit Committee:

Mr. Rajeev Jain, Chairperson of the Audit Committee was present in the Annual General Meeting held on September 30, 2024. The
necessary quorum was present for all the meetings.

> Meetings:

During the Financial Year 2024-25, the Members of Audit Committee met 5 (Five) times. The necessary quorum was present
for all the meetings.

Sr.No	Date of Meeting
01/2024-25	28th May, 2024
02/2024-25	07th August, 2024
03/2024-25	02nd September, 2024
04/2024-25	14th November, 2024
05/2024-25	14th February, 2025

NOMINATION AND REMUNERATION COMMITTEE:

The Board of the Company has constituted a Nomination & Remuneration Committee at the Board level. The scope of the activities
of the Nomination & Remuneration Committee is in compliance with Regulation 19 of Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

The broad terms of reference of Nomination and Remuneration Committee includes

• Determination and recommendation ofcriteria for appointment ofExecutive, Non-Executive and Independent Directors to the Board;

• Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors, Executive
and Non-Executive Directors etc. and recommend to the Board for their approval;

• Succession planning for Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment of Directors / Independent Directors based on laid down criteria;

• Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial
Personnel based on criteria approved by the Board;

The remuneration has been paid as approved by the Board, in accordance with the approval of the Shareholders and within the overall
ceiling prescribed under Section 197 and 198 of the Companies Act, 2013. The Committee comprises of 3 Directors, out of which 2 are
Independent Directors. Ms. Siddhi Shah, Company Secretary of the Company acted as a Secretary of the Committee.

The composition of the Nomination and Remuneration Committee for the year ended on March 31, 2025 and
details of meetings attended by the Directors during the year 2024-25 are given as below:

> The details of composition of Nomination and Remuneration Committee are as follows:

Name of the Directors	Designation	Category	Number of	Number of	Number of
			meetings held	meetings members	meetings
				entitled to held	attended

Mr. Rajeev Singh	Chairperson	Independent Director	04	04	04
Mr. Rajeev Jain	Member	Independent Director	04	04	04
Mr. Sunil Dutt Pandey	Member	Independent Director	04	04	04

> Meetings:

During the Financial Year 2024-25, the Members of Nomination and Remuneration Committee met 4 (Four) times. The
necessary quorum was present for all the meetings.

Sr. No	Date of Meeting
01/2024-25	28th June, 2024
02/ 2024-25	2nd September, 2024
03/2024-25	11th October, 2024
04/2024-25	18th March, 2025

Mr. Rajeev Singh, Chairperson of the Nomination and Remuneration Committee was present in the Annual General Meeting held
on September 30, 2024.

> Policy on Directors'' Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the
policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to
remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Company''s official
website at http://www.steelcraft.co.in/.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

> Remuneration of Directors:

The appointment and remuneration of all the Executive Directors of the Company is governed by the recommendation of the
Nomination and Remuneration Committee, Resolutions passed by the Board of Directors and Shareholders of the Company.
The remuneration package of all the Executive Directors comprises of salary, perquisites and allowances, and contributions to
Provident and other Retirement Benefit Funds as approved by the shareholders at the General Meetings.

Independent Directors receive remuneration by way of sitting fees for attending each meeting of Board and Board''s Committees
and commission as recommended by the Nomination and Remuneration Committee and approved by the Board and shareholders
as provided under the Act and rules made thereunder or any other enactment for the time being in force.

The Company believes that sound succession plans for the senior leadership are very important for creating a robust future for the
Company. The Nomination and Remuneration Committee work along with the Board for a structured leadership succession plan.

> Performance Evaluation :

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of
Directors/ Independent Directors/ Nomination and Remuneration Committee (as applicable) has undertaken an evaluation
of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the
Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of
its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the
Nomination and Remuneration Committee and the Board of Directors (as applicable). Directors express their satisfaction with the
evaluation process.

The Committee while evaluating the performance of the Non-Executive Independent Directors may take into consideration various
factors including:

• Attendance and Participation at the Board Meetings, Committee Meetings and Annual General Meeting;

• Other Directorship held by the Non-Executive Independent Directors;

• Input in strategy decisions;

• Review of Financial Statements, risks and business performance;

• Time devoted toward discussion with Management;

• Active participation in long-term strategic planning;

b) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has constituted a Stakeholders'' Relationship Committee ("SRC") pursuant to the provisions of Section 178 of
the Companies Act, 2013and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015. The Stakeholders Relationship Committee is responsible for the satisfactory redressal of investor
complaints and recommends measures for overall improvement in the quality of investor services.

The Stakeholders Relationship Committee looks into various issues relating to shareholders/investors including:

• Transfer and transmission of shares held by shareholders in physical format;

• Shareholder''s Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

• Status of dematerialization/rematerialization of shares;

• Issue of duplicate share certificates;

• Monitor and Track redressal of Investor complaints;

• Oversee the performance of the Company''s Registrar and Transfer Agents;

• Review of measures taken for effective exercise of voting rights by Shareholders;

• Suggest measures for improvement upgrade the standard of services to investorsfrom time to time;

• Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/
amendment or modification as may be applicable;

Your Company''s shares are compulsorily traded in the de-materialized form. Based on the delegated powers of the Board,
Directors/officers/RTA approves the application / request for transfers / transmission / demat / remat of shares, deletion of name,
duplicate share certificate etc. on a regular basis and the same is reported at the next meeting of the Committee, normally
held every quarter.

The Committee comprises of 3 Directors, out of which 2 are Non-Executive Directors. Ms. Siddhi Shah, Company Secretary of the
Company acted as a Secretary of the Committee.

The composition of the Stakeholders Relationship Committee for the year ended on March 31, 2025 and details of meetings
attended by the Directors during the year 2024-25 are given as below:

Sr.	Name of the	Designation	Category	Number of	Number of	Number of
No.	Directors			meetings	meetings members	meetings
				held	entitled to held	attended

1.	Mrs. Preeti Punia	Chairperson	Non-Executive, Non¬ Independent Director	02	02	02
2.	Mr. Rajeev Singh	Member	Non-Executive Director, Independent Director	02	02	02
3.	Mr. Rohit Pandey	Member	Managing Director	02	02	02

> Meetings:

During the Financial Year 2023-24, the Members of Stakeholders Relationship Committee met 4 (four) times on

Sr.No	Date of Meeting
02/2024-25	07th August, 2024
04/2024-25	14th February, 2025

> Investors'' Complaints:

No. of Complaints pending as on April 01, 2024	Nil
No. of Complaints identified and reported during Financial Year 2024-25	Nil
No. of Complaints disposed during the year ended March 31, 2025	Nil
No. of pending Complaints as on March 31,2025	Nil

> Presence of Chairman of the Stakeholders'' Relationship Committee:

The necessary quorum was present for all the meetings. Mrs. Preeti Punia, Chairperson of the Stakeholder''s Relationship Committee
was present in the Annual General Meeting held on September 30, 2024

COMPLIANCE:

The Company has complied with the mandatory requirements as stipulated under the SEBI Regulations as and when applicable
from time to time. The Company is regular in submitting and complying with all the mandatory and event based disclosures and
quarterly compliance report to the stock Exchange as per SEBI Regulations within the prescribed time limit.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by
the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail
to its members.

As a responsible corporate citizen, the Company welcomes and supports the ''Green Initiative'' undertaken by the Ministry of
Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others,
to shareholders at their e-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat
form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to
register their e-mail addresses with the RTA.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Paragraph B of Schedule V of Securities and Exchange Board of India (Listing Obligations
and Disclosures Requirements) Regulations, 2015, the detailed Management''s Discussion and Analysis Report is given as an
Annexure "B" to this report.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behaviour. Towards this end, and Pursuant to Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI Listing

Regulations, the Company has implemented ''Whistle Blower Policy'' covering Vigil Mechanism with protective clauses for the
Whistle Blowers. The Whistle Blower Policy is disclosed on the Company''s website at http://www.steelcraft.co.in/ .

The objective of the said policy is to provide a channel to the employees and Directors of the Company and explain them,
the detailed process for raising concerns or report any improper activity resulting in violation of Laws, Rules, Regulations or
Company''s policies, standards, values or code of conduct, insider trading violations etc. by any of the employees, customers,
vendors and investors, addressing the concerns and reporting to the Board. The policy allows direct access to the Chairperson of
the Audit Committee.

During the financial year ended March 31,2025, no Whistle Blower complaints were received from the employees and Directors of
the Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all
employees. Your Company has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women
at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013. The Internal Committee(IC) has been set up to redress complaints received regarding sexual harassment. It provides a
safe haven to all women, including its regular, outsourced employees and visitors.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with
respect to FY 2023-24 is as under:

a. Number of complaints pending at the beginning of the financial year - Nil

b. Number of complaints filed during the financial year - Nil

c. Number of complaints disposed of during the financial year - Nil

d. Number of complaints pending as on end of the financial year - Nil

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals
and standard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of
its business. The Company''s internal control system ensures efficiency, reliability, completeness of accounting records and timely
preparation of reliable financial and management information. It also ensures compliance of all applicable laws and Regulations,
optimum utilization and safeguard of the Company''s assets.

Your Company has in place adequate internal financial controls which commensurate with the size, scale and complexity of its
operations. These controls have been assessed during the year under review taking into consideration the essential components of
internal controls stated in the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the Institute
of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or
significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless, your Company
recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, Regular
audits and review processes ensure that such systems are re-enforced on an ongoing basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company have occurred between the end of the
financial year to which this financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

No significant and material order was passed by regulators or courts or tribunals impacting the going concern status and company''s
operations in future.

PARTICULARS REGARDING EMPLOYEES:

The Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details as
required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as ''Annexure C'' to this report.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the
vision to integrate risk management with its overall strategic and operational practices in line with requirements as specified in SEBI
Listing Regulations. The primary objective is to ensure sustainable and stable business growth supported by a structured approach
to risk management. The risk management framework includes designing, implementing, monitoring, reviewing and constantly
improving the risk management procedures for the organization.

The Company is prone to various risks such as technological risks, strategic risks, operational risks, health, safety and environmental
risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on the implementation of
strategy, business performance, results, cash flows and liquidity, stakeholders'' value and of course on reputation.

CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate
relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company''s
shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company''s obligation to maintain a structured
digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the
sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organization and to help the Designated Persons to
identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company
Secretaries of India, as amended from time to time.

VARIOUS POLCIES OF THE COMPANY:

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are
available on Company''s website (http://www.steelcraft.co.in/) under the Policies sub-caption of the Investor Caption. The policies are
reviewed periodically by the Board and updated based on need and requirements.

Name of the Policy	Brief Description
Whistleblower or Vigil Mechanism Policy	The policy is meant for directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct and ethics amongst others.
Dividend Distribution Policy	The policy establishes the principles to ascertain amounts that can be distributed to equity shareholders as dividend by the Company as well as enable the Company to strike balance between pay- out and retained earnings, in order to address future needs of the Company.
Nomination and Remuneration Policy	The policy formulates the criteria for determining qualifications/competencies/positive attributes and independence related to the appointment, removal and remuneration of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees covered under the prescribed criteria, if any.
Risk Management Policy	The policy aim to identification the elements of the risks in the Company and take prevent steps to control the risks in the Company.

Name of the Policy	Brief Description
Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees	The Policy provides for framework for appointment and remuneration of Directors, Key Managerial Personnel and other employees an underlying basis and guide for human resource management, thereby aligning plans for strategic growth of the Company.
Sexual Harassment Policy	The Policy provides for framework for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith.

CORPORATE GOVERNANCE:

As per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015,
the annual report of the listed entity shall contain Corporate Governance Report.

However, the paid up share capital does not exceeds '' 10 crores and Net worth does not exceeds '' 25 crores as on 31^st March, 2025,
therefore, the said provisions are not applicable to our Company and hence, the Corporate Governance Report is not applicable and
therefore not provided by the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE
COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not applicable on the company.
Therefore the company has not constituted CSR committee.

Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of
Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND BANKRUPTCY CODE:

No Application against the Company has been filed or is pending under the Insolvency and Bankruptcy code, 2016; hence the
requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016
during the year along with their status as at the end of the financial year is not applicable.

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:

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/Financial Institutions
occurred during the year.

GENERAL DISCLOSURES:

During the financial year 2024-25,

• The Company has not issued any shares with differential voting rights;

• There was no revision in the Financial Statements;

• The Company has not issued any Sweat Equity Shares;

• The Company is not having any Employee Stock Option Scheme under Section 62(1) of the Act and SEBI (Share Based Employee
Benefits) Regulations, 2014.

• The Equity Shares of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

• The Company has not defaulted in repayment of loans from banks and financial institutions, corporate actions or otherwise.

APPRECIATION:

The Board of Directors would like to express their sincere thanks to all the stakeholders viz. customers, members, dealers, vendors,
distributors, agents, banks and other business partners for their patronage and trust reposed in Company for past several years and for
their support and cooperation extended from time-to-time. The Board also places on record its sincere appreciation for the enthusiastic
and hardworking employees of the Company who dedicatedly work round the year and without which it would not have been possible
to achieve the all-round progress and growth of Company.

Registered office: By order of Board of Directors

Office No. 213, Sakar 5, AHMEDABAD STEELCRAFT LIMITED

B/h Natraj Cinema, Off Ashram Road,

Ellisbridge, Ahmedabad - 380009, Gujarat

Sd/- Sd/-

Rohit Pandey Sunil Dutt Pandey

Date: August 30, 2025 Managing Director Director

Place: Ghaziabad DIN: 03425671 DIN: 06972473

1

Mrs. Preeti Punia (DIN: 10684352) has been appointed as Additional Director under the category of Non-executive and Non¬

2

Independent Director of the Company with effect from June 28, 2024 and confirmed and appointed as Director, Non-Executive

3

and Non-Independent Director by the members at 52ndAnnual General Meeting held on September 30, 2024.

---

Mar 31, 2024

Your Directors have pleasure in presenting 52^ndAnnual report on the affairs of the Company together with the Audited Financial Statementsfor the year ended on March 31,2024.

FINANCIAL PERFORMANCE:

The summarized financial performance of the Company is summarized below;

('' In Lacs)
Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
Gross Total Income (Including other Income)	300.92	299.73
Total Income	300.92	299.73
Total Expenses (Excluding Interest and Depreciation)	560.15	362.05
Profit / (Loss) beforeDepreciation& Interest	(271.48)	(78.82)
Less : Depreciation	12.24	16.50
Less: Interest	0	0
Profit / (Loss) Before Tax	(259.24)	(62.31)
Less : Current Tax	0	0
Less: MAT Credit	0	0
Less: Deferred Tax	(30.61)	3.43
Net Profit / (Loss) After Tax	(228.63)	(65.74)
Other Comprehensive Incomeafter Tax	--	-
Total Comprehensive Incomefor the year	(186.90)	(64.50)

Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification / disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms part of the Annual Report and Accounts.

HIGHLIGHTS OF THE FINANCIAL SUMMARY:

During the period, the total Income of the Company for the year ended on March 31, 2024 was '' 300.92 lacsagainst total income of '' 299.73 lacs in the previous year and net loss of the Company is amounted to '' (228.63) lacs as against the net loss of '' (65.74)lacs in the previous year. Your Board as usual continues to make its best possible efforts to improve the overall working and financial performance of your Company.

DIVIDEND:

Due to loss during the year, No dividend is recommended on equity shares for F.Y.2023-24.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Section 124 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), mandates that companies transfer dividend that has remained unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules mandate that the shares on which dividend has not been paid or claimed for seven consecutive years or more be transferred to the IEPF.

The following table provides a list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below

Year	Dividend per share	Date of declaration	Due date for transfer
2016-17	? 0.50 (5%)	04-09-2017	09-10-2024
2017-18	? 0.50 (5%)	19-09-2018	24-10-2025
2018-19	? 0.50 (5%)	22-08-2019	02-08-2026
2019-20	Nil	Nil	Nil
2020-21	Nil	Nil	Nil
2021-22	Nil	Nil	Nil
2022-23	Nil	Nil	Nil

In order to educate the shareholders and with an intent to protect their rights, the Company also sends regular reminders to shareholders to claim their unclaimed dividends / shares before it is transferred to IEPF. Shareholders may note that both the unclaimed dividends and corresponding shares transferred to IEPF, including all benefits accruing on such shares, if any, can be claimed from IEPF following the procedure prescribed in the Rules. No claim shall lie in respect thereof with the Company.

Dividend remitted to IEPF
Financial Year	Dateof declaration	Date of transfer to IEPF	Amount transferred to IEPF
2010-11	28-09-2011	26/09/2019	152,513
2011-12	21-09-2012	06/11/2019	177,973
2012-13	22-08-2013	07/10/2020	1,80,997
2013-14	04-09-2014	12/10/2021	1,83,748
2014-15	----	----	----
2015-16	16-09-2016	13/10/2023	1,62,599

Shares transferred to IEPF

During the financial year 2016-17, the Company has paid dividend '' 0.50 per share and the unpaid dividend will be transferred to IEPF account in accordance with IEPF rules.

TRANSFER TO RESERVES:

There was no profit available for the year under reviewhence the Board has not proposed to transfer any amountto general reserve

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, alldocuments, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs areregistered in their demat account or are otherwise provided by the members.

CHANGE OF REGISTERED OFFICE:

During the year, there has been no change in the Registered Office of the Company. However, after the end of F.Y. 2023-24, the Registered Office of the Company was shifted from North Tower, 604, ONE-42 Complex, B/h Ashok Vatika, Nr. Jayantilal Park BRTS, Ambli-Bopal Road, Ahmedabad-380058, Gujarat to Office No.213, Sakar 5, B/hNatraj Cinema, Off Ashram Road, Ellisbridge, Ahmedabad - 380009, Gujaratwithin the local limits of the city w.e.f August 07, 2024.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Companies Act, 2013 and the Rules framed there under to the extent notified and as such, no amount on account of principal or interest on deposits from publicwas outstanding as on the date of the balance sheet..

STATE OF THE COMPANY''S AFFAIRS:

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished in "Annexure-B" and is attached to the report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Joint Venture or Associate Company.

OPEN OFFER AND CHANGE IN MANAGEMENT

After the end of the Financial Year, 2023-24, Mr. Rohit Pandey as Acquirer 1 and Mr. Sunil Dutt Pandey as Acquirer 2 have entered into a Share Purchase Agreement ("SPA") dated 03/05/2024 with the promoters and promoter group of the Target Company naming Ahmedabad Steelcraft Limited for acquisition of 27,76,832 (Twenty Seven Lakh, Seventy Six Thousand and Eight Hundred Thirty Two) equity shares ("Sale Shares") of face value of '' 10/- each representing 67.86 % of the paid up and voting equity share capital of the Company.

The Acquirers did an open offer to the public shareholders under the SEBI (SAST) Regulations, 2011 and acquired control of the Company. Further Mr. Rohit Pandey and Mr. Sunil Dutt Pandey have acquired the equity shares of old promoters and became the promoters of the Company through an open offer in accordance with SEBI (SAST) Regulations, 2011. The Company has been taken over by new promoters and the old management viz. Mr. Ashok Chandrakant Gandhi, Independent Director. Mr. Shreyas Chinubhai Sheth- Independent Director, Mr. ShrujalSudhirbhai Patel, Independent Director, Mr. Darshan Ashokbhai Jhaveri, Managing Director, Mr. Anand Vipinchandra Shah, Managing Director, Mr. Anand Navinchandra Jhaveri, Wholetime Director, Mrs. Nitaben Girishchandra Shah, Wholetime Director, Mr. Kartikeya Shashankbhai Shah ,Wholetime Director, Mr. Aniruddh Darshanbhai Jhaveri Non-Independent Director Mr. Viral Anil Jhaveri Chief Executive Officer and Mr. Arjun Anand Shah ,Chief Financial Officer. have tendered their resignation from the respective designation with effect from June 28, 2024. Your Directors place on record their appreciation of valuable services rendered during their tenure as a director & Management of the Company.

The Board is re-organised with the new management viz. Mr. Rohit Pandey, Managing Director, Mr. Sunil Dutt Pandey- Dircetor, Mrs. Preeti Punia, Director, Mr. Rajeev Singh Independent Director and Mr. Rajeev Jain, Independent Director with effect from June 28, 2024.

b) Retirement by rotation:

As all old directors of the Company resigned due to change of management and new appointment is being done on the Board as an additional director. All present Directors on the Board are Additional Director and their regularisation is proposed in the ensuing AGM, hence there are no Director in the 52^nd AGM who are retiring by rotation and eligible for re-appointment.

c) Declaration of Independence

Mr. Rajeev Singh and Mr. Rajeev Jain Independent Directors the Company appointed on June28, 2024. Both the Independent Directors are being appointed as an Additional Director and regularization of their appointment for the term of 5 years is proposed in the ensuing 52^nd Annual General Meeting. Both the Independent Directors provided with the declaration of Independence confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

The Board is of the opinion that all Independent Directors of the Compa ny possess requisite qualifications, experience, expertiseand they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with theCompany, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of theBoard /Committee of the Company.

d) Performance Evaluation

Pursuant to the Provisions of the Companies Act, 2013and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Board''s performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

e) Meeting of Board and Committees

The Board of Directors of the Company met (5) five times during the financial year ended March 31,2024, on May 30, 2023, August 08,2023, October 31,2023, February 13,2024 and March 28, 2024.Details of attendance of meetings of the Board and itsCommittees are included in this report.The Independent Directors met on March 28, 2024, during the financial year under review.

f) Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are included in this report.

g) Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on the date of signing this Report:

1. Mr. Rohit Pandey, Managing Director (w.e.f. 28/06/2024)

2. Ms. Siddhi Shah, Company Secretary &Compliance Officer

INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met on March 28, 2024 to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors.

The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. The performance of the Chairman taking into account the views of executive Directors and Non-Executive Directors and assessed the quality, quantity and timeline of flow of information between company management and Board.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, Your Directors confirm that they have:

(i) followed applicable accounting standards, alongwith proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended on March 31,2024;

(ii) 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 of the Company for the year under review;

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

(iv) prepared the annual accounts for the financial year ended on March 31, 2024 on a going concern basis;

(v) had devised proper systems to ensure compliance with the Provisions of all applicable laws and such systems were adequate and operating effectively; and

(vi) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

AUDITORS:

The matters related to Auditors and their Reports are as under:

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, The Auditors of the Company areM/s. Dhiren Shah & Co. having registration number FRN No. 114633W were appointed as Statutory Auditors of the Company to hold office for five years from the Financial Year 2022-23 to 2026-27, however due to change of management,M/s. Dhiren Shah & Co. resigned as Statutory Auditors of the Company effective from August 13, 2024.

The Board Of Directors in it''s meeting held on September 02, 2024 appointed M/S. Prateek Gupta & Company, Chartered Accountants (FRN: 016512C) as Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of M/s. Dhiren Shah &Co.. The new auditors shall hold office until the conclusion of the 53^rd annual general meeting.

Further, the Board has also proposed to appoint M/S. Prateek Gupta & Company, Chartered Accountants (FRN: 016512C) as Statutory Auditors of the Company in the ensuing 52^nd Annual General Meeting to hold office from the conclusion of 52ndAnnual General Meeting (AGM) till the conclusion of the 57thAnnual General Meeting of the Company to be held in the year 2029.

The Auditors have confirmed that they are not disqualified from continuing as Auditors ofthe Company and they hold a valid certificate issued by the ICAI.

They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditor of the Company.

During the financial year 2023-24, no frauds have either occurred or noticed and/or reported bythe Statutory Auditors under Section 143(12) ofthe Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended fromtime to time).Therefore no detail is required to bedisclosed under Section 134 (3) (ca) of the Act.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

b) Cost Auditor

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained,

c) Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed M/s. Vars and Associates(FRN: 013729C) Chartered Accountant, as an Internal Auditor of the Company.

d) Secretarial Auditor

Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, your Company engaged the services of M/s.Amrish Gandhi &Associates , Firm of Practicing Company Secretaries, Ahmedabadto conduct the Secretarial Audit of the Company for the financial year ended March 31,2024. The Secretarial Audit Report for thefinancial year ended March 31, 2024 in Form No. MR - 3 is attached as ''Annexure A'' to this report. The said report contains observation or qualification certain observation and qualification which are mentioned here in under.

The said report contains observation or qualification which is mentioned as below:

Qualification

Explanation

During the review period, Ahmedabad Steelcraft Ltd. addressed a compliance issue concerning the late submission of its Annual Report for the quarter ended March 2014 under SEBI Regulation 34. The company was fined '' 23,000/- by the BSE for this delay. On 9th August 2023, the company submitted a waiver application to the BSE, citing compliance with the earlier SEBI regulations. The penalty was subsequently paid on 16th August 2023, and the company provided the BSE with the necessary documentation to support its waiver request..

The Company has paid the fines imposed by BSE.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Ms. Siddhi Shah has been appointed as Whole Time Company Secretary and Compliance Officer of the company.

SHARE CAPITAL:Authorised Share Capital:

The Authorized share capital of the Company is '' 5,00,00,000 consisting of 50,00,000 Equity Shares of Re. 10/- each,

Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and paid Up Capital of the Companyis 4,09,20,000 consisting of 40,92,000 equity Shares of Re. 10/- each as on March 31, 2024.

EXTRA ORDINARY GENERAL MEETING:

During the year, pursuant to Section 100 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) made thereunder), your Company has not convened any Extra Ordinary General Meeting of it''s shareholders.

LISTING:

The Equity Shares of the Company are presently listed and actively traded on the Bombay Stock Exchange (BSE). The Company is regularin payment of listing to the Stock Exchange i.e. BSE Limited.

DEMATERIALIZATION OF SHARES:

As on March 31, 2024, there were 39,48,847 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 96.50% of the total issued, subscribed and paid-up capital of the Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy : Nil

ii. the steps taken by the company for utilizing alternate sources of energy : None

iii. the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement, cost reduction, product development or importSubstitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-Nil

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A

e) The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING &OUTGO :

i. Activites relating the export: Company exports steel related items.

ii. Foreign Exchange Earning : '' 39.76 Lacs (FOB Value)

iii. Foreign Exchange Outgo : Nil

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the financial year 2023-24, the Company has not given any loan to any other Company.

The investment in other securities is within the authority given to the Board by the shareholders under Section 186 of the Companies Act, 2013.

Particulars of loans given, investments made and securities provided covered under Section 186 of the Companies Act,2013are provided in the Note No. C, D and E specifying details of Non-Current Financial Assets: Investments & Current Financial Assets: Loans & Advances respectively to the accompanying financial statements, presented in this Annual Report. However, the Company had not provided securities and given guarantees covered under Section 186 of the Companies Act, 2013 during the year ended on March 31, 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time, the Company has apolicy on Related Party Transactions which is approved by the Board which inter-alia defines the process for identifying, reviewing, approvingand monitoring of Related Party Transactions. The policy was revised pursuant to the amendment of SEBI Listing Regulations and the same isavailable on the Company''s website at http://www.steelcraft.co.in/.

During the financial year 2023-24, there have been no material significant related party transactions that may have potential conflict with theinterest of the Company at large. Further Company did not enter into any contracts or arrangements with related parties in terms of Section 188(i) of the Companies Act, 2013.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company for FY 2023-24.

ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration)Rules, 2014, Annual Return of the Company as at March 31, 2024 is hosted on your Company''s website at http://www. steelcraft.co.in/

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specificareas/activities as mandated by applicable regulations, which concern the Company and need a closer review. The composition andterms of reference of all the Committees are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all therecommendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions ofthe Committees are placed before the Board for information or for approval.

The Company have Audit Committee, Stakeholders'' Relationship Committee and Nomination and Remuneration Committee.

(a) AUDIT COMMITTEE:

The Board of the Company has constituted an Audit Committee at the Board level. The Audit Committee at the Board level acts as a link between the Statutory Auditors, Internal Auditor, the Management and the Board of Directors and overseas the Accounting Policies and Practices, Financial Reporting Process, Financial Statements, Reports of Auditors.

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and Section 177 of the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors. The terms ofreference of the Audit Committee are broadly as under:

• Oversight of the Company''s Financial Reporting Process and the disclosure of its Financial Information to ensure that the FinancialStatement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

• Examinationand reviewing, with the Management, the Annual Financial Statements and Auditors'' Report thereon before submissionto the Board for approval, with particular reference to:

i. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms ofSection 134 (3)(c) of the Act;

ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by Management;

iv. Significant adjustments made in the Financial Statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to Financial Statements;

vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

• Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;

• Review and monitor the Auditors'' independence and performance and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with Related Parties;

• Scrutiny of Inter - Corporate Loans and Investments;

• Evaluations of Internal Financial Controls and Risk Management Systems;

• Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow upthere on;

• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud orirregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussionto ascertain any area of concern;

• To review the functioning of the Whistle Blower Mechanism;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

• .Consider and comment on rationale, cost benefits and impacts of schemes involving merger, demerger, amalgamation etc., on the listing entity and its shareholders.

The Committee comprises of 3 Directors, out of which 2 are Independent Directors. Ms. Siddhi Shah, Company Secretary of the

Company acted as a Secretary of the Committee.Majority of the Members of the Audit Committee have Financial, Accounting and

Management expertise.The board of directors has accepted all recommendations of the Audit Committee during the year.

The composition of the Audit Committee for the year ended on March 31, 2024 and details of meetings attended by the Directors

during the year 2023-24 are given as below:

Name of the Directors	Designation	Category		Number of meetings held	Number of meetings members entitled to held	Number of meeting attended
Mr. Shrujal S. Patel	Chairperson	IndependentDirector		04	04	04
Mr. Ashok C. Gandhi	Member	IndependentDirector		04	04	04
Mr. Darshan A Jhaveri	Member	Managing Director		04	04	04
However, after the end of financial year, the Audit Committee of the Company was reconstituted on June 28, 2024 as follows
Name			Category		Designation	Induction/ Cessation
Mr. Rajeev Singh			Independent Director		Chairperson	Induction
Mr. Rajeev Jain			Independent Director		Member	Induction
Mr. Rohit Pandey			Managing Director		Member	Induction
Mr. Shrujal S. Patel			-		Chairperson	Cessation
Mr. Ashok C. Gandhi			-		Member	Cessation
Mr. Darshan A. Jhaveri			-		Member	Cessation

Presence of Chairman of the Audit Committee:

Mr. Shrujal S. Patel , Chairperson of the Audit Committee was present in the Annual General Meeting held on September 26, 2023. The necessary quorum was present for all the meetings.

> Meetings:

During the Financial Year 2023-24, the Members of Audit Committee met 4 (Four) times viz. on May 30, 2023, August 08, 2023, October 31, 2023 and February 13, 2024.

NOMINATION AND REMUNERATION COMMITTEE:

The Board of the Company has constituted a Nomination & Remuneration Committee at the Board level. The scope of the activities ofthe Nomination & Remuneration Committee is in compliance with Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015read with Section 178 ofthe Companies Act, 2013.

The broad terms of reference of Nomination and Remuneration Committee includes

• Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

• Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors, Executiveand Non-Executive Directors etc. and recommend to the Board for their approval;

• Succession planning for Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment of Directors / Independent Directors based on laid down criteria;

• Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key ManagerialPersonnel based on criteria approved by the Board;

The remuneration has been paid as approved by the Board, in accordance with the approval of the Shareholders and within the overallceiling prescribed under Section 197 and 198 of the Companies Act, 2013. The Committee comprises of 3 Directors, out of which 2 are Independent Directors. Ms. Siddhi Shah, Company Secretary of the Company acted as a Secretary of the Committee.

The composition of the Nomination and Remuneration Committee for the year ended on March 31, 2024 and details of meetings attended by the Directors during the year 2023-24 are given as below:

>	The details of composition of Nomination and Remuneration Committee are as follows:
	Name of the Directors	Designation	Category		Number of meetingsheld	Number of meetings members entitled to held	Number of meetings attended
	Mr. Shrujal S. Patel	Chairperson	Independent Director		01	01	01
	Mr. Ashok C. Gandhi	Member	Independent Director		01	01	01
	Mr. Shreyas C. Sheth	Member	Independent Director		01	01	01
However, after the end of financial year, the Nomination and Remuneration Committee of the Company was reconstituted on June 28, 2024 as follows
	Name			Category		Designation	Induction / Cessation
	Mr. Sunil Dutt Pandey			Non-executive, Promoter Director		Chairperson	Induction
	Mr. Rajeev Jain			Independent Director		Member	Induction
	Mr. Rajeev Singh			Independent Director		Member	Induction
	Mr. Shrujal S. Patel			-		Chairperson	Cessation
	Mr. Ashok C. Gandhi			-		Member	Cessation
	Mr. Shreyas C. Sheth			-		Member	Cessation

> Meetings:

During the Financial Year 2023-24, the Members of Nomination and Remuneration Committee met 1 (One) times on May 30, 2023,.The necessary quorum was present for all the meetings.

Mr. Shrujal S. Patel , Chairperson of the Nomination and Remuneration Committee was present in the Annual General Meeting held on September 26, 2023.

> Policy on Directors'' Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Company''s official website at http://www.steelcraft.co.in/.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

> Remuneration of Directors:

The appointment and remuneration of all the Executive Directors of the Company is governed by the recommendation of theNomination and Remuneration Committee, Resolutions passed by the Board of Directors and Shareholders of the Company. The remuneration package of all the Executive Directors comprises of salary, perquisites and allowances, and contributions to Provident and other Retirement Benefit Funds as approved by the shareholders at the General Meetings.

Independent Directors receive remuneration by way of sitting fees for attending each meeting of Board and Board''s Committees and commission as recommended by the Nomination and Remuneration Committee and approved by theBoard and shareholders as provided under the Act and rules madethereunder or any other enactment for the time being in force.

The Company believes that sound succession plans for the senior leadership are very important for creating a robust future for theCompany. The Nomination and Remuneration Committee work along with the Board for a structured leadership succession plan.

> Performance Evaluation :

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/ Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable). Directors express their satisfaction with the evaluation process.

The Committee while evaluating the performance of the Non Executive Independent Directors may take into consideration variousfactors including:

• Attendance and Participation at the Board Meetings, Committee Meetings and Annual General Meeting;

• Other Directorship held by the Non-Executive Independent Directors;

• Input in strategy decisions;

• Review of Financial Statements, risks and business performance;

• Time devoted toward discussion with Management;

• Active participation in long-term strategic planning;

b) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has constituted a Stakeholders'' Relationship Committee ("SRC") pursuant to the provisions of Section 178 of the Companies Act, 2013and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Stakeholders Relationship Committee is responsible for the satisfactory redressalof investor complaints and recommends measures for overall improvement in the quality of investor services.

The Stakeholders Relationship Committee looks into various issues relating to shareholders/investors including:

• Transfer and transmission of shares held by shareholders in physical format;

• Shareholder''s Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

• Status of dematerialization/rematerialization of shares;

• Issue of duplicate share certificates;

• Monitor and Track redressal of Investor complaints;

• Oversee the performance of the Company''s Registrar and Transfer Agents;

• Review of measures taken for effective exercise of voting rights by Shareholders;

• Suggest measures for improvement upgrade the standard of services to investorsfrom time to time;

• Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/

amendment or modification as may be applicable;

Your Company''s shares are compulsorily traded in the de-materialized form. Based on the delegated powers of the Board, Directors/ officers/RTA approves the application / request for transfers / transmission / demat / remat of shares, deletion of name, duplicate sharecertificate etc. on a regular basis and the same is reported at the next meeting of the Committee, normally held every quarter.

The Committee comprises of 3 Directors, out of which 2 are Independent Directors. Ms. Siddhi Shah, Company Secretary of the Company acted as a Secretary of the Committee.

The composition of the Stakeholders Relationship Committee for the year ended on March 31, 2024 and details of meetings attended by the Directors during the year 2023-24 are given as below:

Sr. No.		Name of the Directors	Designation	Category		Number of meetings held	Number of meetings members entitled to held	Number of meetings attended
1.		ShrujalSudhirbhai Patel	Chairperson	Non-Executive, IndependentDirector		04	04	04
2.		Darshan Ashokbhai. Jhaveri	Member	Executive Director, Managing Director		04	04	04
3.		Aniruddh Darshanbhai Jhaveri	Member	Non-Executive, IndependentDirector		04	04	04
However, after the end of the financial Year, the Stakeholders Relationship Committee of the Company was reconstituted on June 28, 2024 as follows;
Name					Category		Designation	Induction / Cessation
Mr. Sunil Dutt Pandey					Non-executive, Promoter Director		Chairperson	Induction
Mr. Preeti Punia					Non-executive, Promoter Director		Member	Induction
Mr. Rajeev Singh					Independent Director		Member	Induction
Mr. ShrujalSudhirbhai Patel					-		Chairperson	Cessation
Mr. Darshan Ashokbhai Jhaveri					-		Member	Cessation
Mr. Aniruddh Darshanbhai Jhaveri					-		Member	Cessation
> >	Meetings: During the Financial Year 2023-24, the Members of Stakeholders Relationship Committee met 4 (four) times on May 30, 2023, August 08, 2023, October 31,2023 and February 13, 2024. Investors'' Complaints:
	No. of Complaints pending as on April 01, 2023							Nil
	No. of Complaints identified and reported during Financial Year 2023-24							01
	No. of Complaints disposed during the year ended March 31, 2024							01
	No. of pending Complaints as on March 31,2024							Nil

> Presence of Chairman of the Stakeholders''Relationship Committee:

The necessary quorum was present for all the meetings. Mr. Shrujal Sudhirbhai Patel , Chairperson of the Stakeholder''s Relationship Committee was present in the Annual General Meeting held on September 26, 2023.

COMPLIANCE:

The Company has complied with the mandatory requirements as stipulated under the SEBI Regulations as and when applicable from time to time. The Company is regular in submitting and complying with all the mandatory and event based disclosures and quarterly compliance report to the stock Exchange as per SEBI Regulations within the prescribed time limit.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by theCompanies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the ''Green Initiative'' undertaken by the Ministry of CorporateAffairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at theire-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form canregister their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mailaddresses with the RTA.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Paragraph B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the detailed Management''s Discussion and Analysis Report is given as an Annexure "B" to this report.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards ofprofessionalism, honesty, integrity and ethical behaviour. Towards this end, and Pursuant to Rule 7 of the Companies (Meetings of Boardand its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI Listing Regulations, the Company hasimplemented ''Whistle Blower Policy'' covering Vigil Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policyis disclosed on the Company''s website at http://www.steelcraft.co.in/ .

The objective of the said policy is to provide a channel to the employees and Directors of the Company and explain them, the detailed processfor raising concerns or report any improper activity resulting in violation of Laws, Rules, Regulations or Company''s policies, standards, valuesor code of conduct, insider trading violations etc. by any of the employees, customers, vendors and investors, addressing the concerns andreporting to the Board. The policy allows direct access to the Chairperson of the Audit Committee.

During the financial year ended March 31, 2024, no Whistle Blower complaints were received from the employees and Directors of theCompany. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. YourCompany has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee(IC) has been set up to redress complaints received regarding sexual harassment. It provides a safe haven to all women, including its regular,outsourced employees and visitors.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2023-24 is as under:

a. Number of complaints pending at the beginning of the financial year - Nil

b. Number of complaints filed during the financial year - Nil

c. Number of complaints disposed of during the financial year - Nil

d. Number of complaints pending as on end of the financial year - Nil

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals andstandard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. TheCompany''s internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliablefinancial and management information. It also ensures compliance of all applicable laws and Regulations,optimum utilization and safeguard of the Company''s assets.

Your Company has in place adequate internal financial controls which commensurate with the size, scale and complexity of its operations.These controls have been assessed during the year under review taking into consideration the essential components of internal controls statedin the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the Institute of Chartered Accountants of India.Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness inthe design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matterhow well designed, has inherent limitations and accordingly, Regular audits and review processes ensure that such systems are re-enforcedon an ongoing basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

No significant and material order was passed by regulators or courts or tribunals impacting the going concern status and company''s operations in future.

PARTICULARS REGARDING EMPLOYEES:

The Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details asrequired under Section 197(12) of the Act and the Rules framed thereunder is enclosed as ''Annexure C'' to this report.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the visionto integrate risk management with its overall strategic and operational practicesin line with requirements as specified in SEBI Listing Regulations. The primary objective is to ensure sustainable and stable business growth supported by a structured approach to risk management. The risk management framework includes designing, implementing, monitoring, reviewing and constantly improving the risk management procedures for the organization.

The Company is prone to various risks such as technological risks, strategic risks, operational risks, health, safety and environmental risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on the implementation of strategy, business performance, results, cash flows and liquidity, stakeholders'' value and of course on reputation.

CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company''s obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

VARIOUS POLCIES OF THE COMPANY:

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and the Companies Act, 2013 the Company hasformulated, implemented various policies. All such Policiesare available on Company''s website (http://www.steelcraft.co.in/)under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board andupdated based on need and requirements.

Name of thePolicy	Brief Description
Whistleblower or VigilMechanismPolicy	The policy is meant for directors,employees and stakeholders of theCompany to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct andethics amongst others.
Dividend Distribution Policy	The policy establishes the principles to ascertain amounts that can be distributed to equity shareholders as dividend by the Company as well as enable the Company to strike balance between pay- out and retained earnings, in order to address future needs of the Company.
Nomination and Remuneration Policy	The policy formulates the criteria for determining qualifications/competencies/ positive attributesand independence related tothe appointment, removal andremuneration of a Director(Executive / Non-Executive) andalso the criteria for determiningthe remuneration of the Directors,Key Managerial Personnel andother employees covered under theprescribed criteria, if any.
Risk Management Policy	The policy aim to identification the elements of the risks in the Company and take prevent steps to control the risks in the Company.
Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees	The Policy provides for framework forappointment and remuneration of Directors, Key Managerial Personnel and other employees an underlying basis and guide for human resource management, thereby aligning plans for strategic growth of the Company.
Sexual Harassment Policy	The Policy provides for framework for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith.

CORPORATE GOVERNANCE:

As per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the annual report of the listed entity shall contain Corporate Governance Report.

However, the paid up share capital does not exceeds '' 10 crores and Net worth does not exceeds '' 25 crores, therefore, the said provisions are not applicable to our Company and hence, the Corporate Governance Report is not applicable and therefore not provided by the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not applicable on the company. Therefore the company has not constituted CSR committee.

Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND BANKRUPTCY CODE:

No Application against the Company has been filed or is pending under the Insolvency and Bankruptcy code, 2016; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 during the year alongwith their status as at the end of the financial year is not applicable.

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:

No such instance of One-time settlement or valuation wasdone while taking or discharging loan from the Banks/Financial Institutions occurred during the year.

GENERAL DISCLOSURES:

During the financial year 2023-24,

• The Company has not issued any shares with differential voting rights;

• There was no revision in the Financial Statements;

• The Company has not issued any Sweat Equity Shares;

• The Company is not having any Employee Stock Option Scheme under Section 62(1) of the Act and SEBI (Share Based Employee Benefits) Regulations, 2014.

APPRECIATION:

The Board of Directors would like to express their sincere thanks to all the stakeholders viz. customers, members, dealers, vendors,distributors, agents, banks and other business partners for their patronage and trust reposed in Company for past several years and for their supportand cooperation extended from time-to-time. The Board also places on record its sincere appreciation for the enthusiastic andhardworking employees of the Company who dedicatedly work round the year and without which it would not have been possible toachieve the all-round progress and growth of Company.

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Mar 31, 2015

Dear Members'

The directors have pleasure in presenting their 43rd Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Highlights (Standalone)

During the year under review, performance of your Company as under:

(Rupees in Lakhs)

Particular Year ended Year ended 31st March 2015 31st March 2014

Turnover 250.56 1183.18

Profit/(Loss) before taxation (227.06) 191.69

Less: Tax Expense

a) Current Tax - 9.20

b) Excess/Short Provisions of tax 0.20 -

c) Deferred tax Liability / (Assets) (4.33) 1.42

d) Provision for wealth tax 0.28 -

Profit/(Loss) after tax (223.21) 181.07

Add: Balance B/F from the previous year 1833.42 1699.91

Appropriations:

Proposed Dividend - 40.92

Tax on Dividend 0.31 6.64

Transfer to General Reserve - -

Balance Profit / (Loss) C/F to the next year 1609.90 1833.42

The Company had made provision of Rs. 238.00 Lacs of diminution in value of investment made with Light Work LLC an overseas Company on account of diminution in the book value of the Share of Light Work LLC. The Company has also written off the advances of Rs. 45.00 Lacs in relation to advances given to one party. This has resulted into the loss of Rs. 223.21 Lacs during the year.

However, there is continuity in the profit of the Company from its operational activities. The diminution in the value of overseas investment is subject to necessary approval from the concerned authorities.

State of Company's Affairs and Future Outlook:

The income of the Company during the year was Rs. 4.17 Crores in comparison of Rs. 13.89 Crore in the previous year. The profitability of the Company from operational activities has decreased by 66.84% during the Financial Year 2014-2015. The Company continues the trading of Hot Rolled (Non-Alloy) Mild Steel Window sections and Angles. Major trading activities are relating to export in overseas market. The management is hopeful to enhance the trading activities in still better coming years.

The Company continues to be partner of LLPs. The operational activity has commenced and the management is confident in achieving higher amount of profits in current and upcoming years.

In view of the same, the management is of the opinion that:

1. Real estate as an attractive investment option

2. Improved real estate transparency levels

3. Wider option to choose from.

4. Availability of high-quality residential formats.

5. Competitive home loan rates.

6. Flexible home loan financing-EMI holiday by developers.

7. Increased NRI buyer interests

And exactly for such reasons residential offerings have evolved to accommodate concepts of themed projects, designer homes, green homes etc. Today people want to live, work, play entertain, be entertained, flaunt, relax, rejuvenate, study, exercise when it comes to 'where' they stay. In order to bring the construction quality at par with the global standards, developer have introduced contemporary technologies such as Mivan and PERT to their construction. The advanced technologies have not only reduced the cost of construction, but also brought down construction turnaround time significantly in the recent past. There has been greater awareness about green building construction in the last decade. All these above factors will not only improve the performance of Company but will consequently help in increasing the net worth of Stakeholders. However the Management is concerned about the increase in Service Tax apart, from this the prices of raw material;cement etc. may affect the margin of the Company.

Dividend:

Due to Loss during the year no Dividend is recommended by the Board for the Financial Year ended on 31st March, 2015.

Amounts Transferred to Reserves:

No amount is transferred to General Reserve due to non recommendation of Dividend and Loss.

Extract of Annual Return:

The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report as Annexure -1 Details of Subsidiaries Companies, Associate Company & LLP/Partnership

Sr. Name of Company Nature of No. of Share hold/ No. Relationship Capital Contribution

1. Light Works LLC Associate Company 4,87,847

2. Endor Properties LLP Partner Rs. 1,026,720

3. Tesla Properties LLP Partner Rs. 8,14,24,169

4. View Port Properties LLP Partner Rs. 2,50,37,864

5. Aavkar Projects Partner Rs. 2,05,731

6. Aavkar Realty Partner Rs. 3,26,74,872

*There is no Subsidiary of Company hence no such information is provided

Number of Board Meetings:

During the Financial Year 2014-15, meetings of the Board of Directors of the Company were held.

Sr. Date of No. of Director Present in the Meeting No. Board Meeting

1. 27-05-2014 Eight Director were Present out of Nine Directors.

2. 29-07-2014 All Nine Director Were Present

3. 07-11-2014 Eight Director were Present out of Nine Directors.

4. 22-01-2015 Eight Director were Present out of Nine Directors.

5. 31-03-2015 All Nine Director Were Present

Particulars of Loan, Guarantees and Investments under Section 186:

The loans advances given to Light Works LLC Mongolia has been provided to meet the working capital requirement of the Company in the financial year 2008-09.The Company is regularly receiving the repayment of loan.

During the financial year 2014-15, the Company has not given any loan to any other Company including Associate Concern.

The investment in other securities is within the authority given to the Board by the shareholders under Section 372A of the Companies Act, 1956/Section 186 of the Companies Act, 2013

Particulars of Contracts or Arrangements with Related Parties:

All the transactions are at Arm's length. Remuneration paid to the Working Directors i.e. Managing Directors & Executive Directors is in respect of their time involvement in development of Company. Other transactions are in the form of capital contribution. The dividend/Profit earned from this associate are tax free in the hands of Company.

Explanation to Auditor's Remarks:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore, do not call for any further clarification.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo:

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

A. Conservation of Energy: Particulars with respect to Conversation of Energy are not applicable as the Company has not done any manufacturing activities.

B. (1) Research and Development : Not Applicable

(2) Technology absorption : Not Applicable C . Foreign Exchange earnings and outgo:

(1) Activities relating the export : Company exports steel related items.

(2) Foreign Exchange earned : 1,80,41,765

(3) Foreign Exchange used : Nil

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support.

For and on behalf of the Board of Directors

Shri Anand V. Shah Shri Darshan A. Jhaveri Place : Ahmedabad (DIN: 00017452) (DIN: 00489773) Date : 28th May, 2015. Managing Director Managing Director

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Mar 31, 2014

The Shareholders,

The Directors have pleasure in presenting their 42nd Annual Report together with Audited Accounts for the year ended on 31st March 2014.

1. FINANCIAL RESULTS:

2013-2014 2012-2013 (Rs. In Lacs) (Rs. In Lacs)

Profit/(Loss) before Depreciation and Taxation 208.80 99.18

Less:

Exceptional Item - 1.09

Provision for Depreciation 17.11 17.47

Provision for taxation 9.20 -

Deferred tax Liability 1.42 2.32

Short Provision of Income Tax of earlier years - -

Profit/ (Loss) after tax 181.07 78.30

Profit/(Loss) brought forward from last year 1699.90 1669.16

Total : 1880.97 1747.46

APPROPRIATIONS:

Proposed Dividend 40.92 40.92

Tax on Dividend 6.64 6.64

Transfer to General Reserve - -

Balance carried to Balance Sheet 1833.41 1699.90

2. OPERATIONS :

The income of the company during the year was Rs. 13.89 Crores in comparison of Rs. 8.62 Crore in the previous year. The profitability of the Company is enhanced by 131.25% during the Financial Year 2013-14.The Company continues the trading of Hot Rolled (Non-Alloy) Mild Steel Window sections and Angles. Major trading activities are relating to export in overseas market. The management is hopeful to enhance the trading activities in still better coming years.

The Company continues to be partner of LLPs without any change. The operational activities has commenced and the management is confident in achieving higher amount of profits in current and upcoming years.

The procedure for Postal Ballot for the amendment in the object clause was completed in the Financial Year 2013-14 and the Company proposes to start the activities as passed by the shareholders on 13/04/2013, in the near future.

In the general election, the new Government is elected. The new Government is very positive for the growth and development of the country, especially in infrastructure and housing. This will definitely boost our business in the coming years.

In view of the same, the management is of the opinion that:

1. Real estate as an attractive investment option

2. Improved real estate transparency levels

3. Wider option to choose from.

4. Availability of high-quality residential formats.

5. Competitive home loan rates.

6. Flexible home loan financing-EMI holiday by developers.

7. Increased NRI buyer interests

And exactly for such reasons residential offerings have evolved to accommodate concepts of themed projects, designer homes, green homes etc. Today people want to live, work, play entertain, be entertained, flaunt, relax, rejuvenate, study, exercise when it comes to ''where'' they stay.

In order to bring the construction quality at par with the global standards, developer have introduced contemporary technologies such as Mivan and PERT to their construction. The advanced technologies have not only reduced the cost of construction, but also brought

down construction turnaround time significantly in the recent past. There has been greater awareness about green building construction in the last decade.

All these above factors will not only improve the performance of Company but will consequently help in increasing the net worth of Stakeholders. However the Management is concerned about the increase in Service Tax apart, from this the prices of raw material; cement etc. may affect the margin of the Company.

The Company had invested about Rs. 4.03 Crore up to 31.03.2014 in Light Works LLC in Mongolia for carrying on mining activities.

3. DIVIDEND:

The Board recommends 10% dividend on equity shares i.e. Re. 1/- per Equity share (Last Year Re 1 /-Per Equity Share) for the financial year ended 31-03-2014. The Dividend will be paid to members whose name appear in the Register of Member as on 28/08/ 2014.

4. DEPOSITORY SYSTEMS:

Your Company has entered into an agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). This enables you to hold your shares in a dematerialized form with either of these depositories.

Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for these facilities are advised to dematerialize their shares in their own interest. Your Company has also made arrangements for simultaneous de materialization of the physical shares lodged for transfer.

The Company has appointed M/s.Link In Time India Private Limited as R & T agent. Henceforth all the communication relating to Demat of shares/ Transfer of shares/ Change of address etc. be send to

Link In-Time India Private Limited (Ahmedabad Branch)

303, Shopper''s Plaza - V

Opp.Muncipal Market, Off.C.G.Road

Navrangpura, Ahmedabad- 380009

Tel No : 079-26465179

Email: [e-mail]

No of Shares demated 37,21,247 being 91% of Paid-up Capital.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA)/ 134(3)(5) of the Companies Act, 1956/2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

That in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures. This is subject to Accounting Standard 13 in which case the current investments have been valued at cost.

That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956/2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors have prepared the accounts for the Financial Year ended 31st March, 2014 on a ''going concern'' basis.

6. INSURANCE:

All the assets of the Company have been adequately insured.

7. DIRECTORS:

As per the provisions of Articles of Association, Shri Anand V. Shah (DIN: 00017452) and Shri Darshan A. Jhaveri (DIN: 00489773) retire from the Board by rotation and being eligible offer themselves for reappointment.

Shri Ashok C. Gandhi (DIN: 00022507) and Shri Kanishka H. Kaji (DIN: 02329312) are the independent Directors both appointed on 10/06/1994. In view of the provision of Section 149(4) of the Companies Act, 2013, the Company has to appoint an independent Director for a term of 5 years. Accordingly, these Directors are appointed in terms of the Section 149 of the Companies Act, 2013 for a period of 5 years, commencing from the date of Annual General Meeting i.e. 4th September, 2014. The office of these Directors shall not be determined for the purpose of calculating rotational Directors as well as the strength of the Board. Shri Ashok C. Gandhi (DIN: 00022507) and Shri Kanishka H. Kaji (DIN: 02329312) are Senior Advocates in the High Court and have vast experience of over four decades in Corporate and Revenue laws.

The Board is of the opinion that these Directors are person of integrity and possesses relevant expertise and experience. They have/ had not any pecuniary relationship with Company and its associates except for getting sitting fees for attending Board and Committee meetings. The Board is of the view that their appointment will be in the interest of the Company.

Shri Shrujal S. Patel (DIN: 02087840) was appointed as an Additional Director on 23rd January, 2014 to hold the office up to the date of Annual General Meeting. The Company has received a notice from a member under section 160 of the Companies Act, along with the deposit of Rs. 1,00,000/- (Rupees One Lakh only), refundable on election of the said Director as independent Director under section 149 of the Companies Act, 2013, with effect from 4th September, 2014.

The office of this Director shall not be determined for the purpose of calculating rotational Directors as well as the strength of the Board. The Board is of the opinion that this Director is a person of integrity and possesses relevant expertise and experience. The Board is of the view that his appointment will be in the interest of the Company.

Shri Shrujal S. Patel (DIN: 02087840) is commerce graduate and has vast experience of over two decades in Industrial Finance.

SITTING FEES RECOMMENDED FOR INDEPENDENT DIRECTORS

Sr. No Name of Directors DIN Sitting fees for Attending Board Meeting Committe Meeting

1. Shri Ashok C.Gandhi 00022507 20000 10000 5000

2. Shri Kanishka H. Kaji 02329312 20000 10000 5000

3. Shri Shrujal S. Patel 02087840 20000 -

During the last three years, Shri Ashok C. Gandhi (DIN: 00022507) and Shri Kanishka H. Kaji (DIN: 02329312) were paid the sitting fees for attending the Board and Committee meeting.

There is no pecuniary relationship of transactions of the non-executive Director''s vis-à-vis the Company except as mentioned above.

The Company has not granted any stock option to any of its Directors.

During 2013-14, the Company did not advance any loans to any of its Directors.

Shri Shrujal S. Patel (DIN: 02087840) was appointed in the year 2013-14. He has not been paid any remuneration by way of sitting fees during the Financial Year 2013-14 and has no pecuniary relationship with Company.

Directorship held in the other Companies by the aforesaid Directors are as follows:

Sr. No Name of Directors DIN Directorship in other Companies

1. Shri Ashok C. Gandhi 00022507 AmolDicalite Limited

Bloom Dekor Ltd

Aarvee Denims And Exports Ltd

Gujarat Ambuja Exports Limited

Dishman Pharmaceuticals And Chemicals Limited

Confederation Of Indian Clubs

2. Shri Kanishka H. Kaji 02329312 –

3. Shri Shrujal S. Patel 02087840 Ishaan Marketing Private Limited

Shreenath Smart Technologies Private Limited

Tech-Bio Media Private Limited

Eco Label Solutions Private Limited

SNS Soft Tech Private Limited

Arrow Digital Private Limited

The Board therefore, recommends their appointment as an Independent Director in terms of Section 149 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

8. DECLARATION ABOUT INDEPENDENT DIRECTORS, THE INDEPENDENT DIRECTORS HAVE GIVEN DECLARATION UNDER SECTION 149 (6) d (7) OF THE COMPANIES ACT, 2013.

The Company has received the declarations from Independent Directors u/s 149 (7) of the Companies Act, 2013 that they have made the criteria of Independent Director as prescribed under section 149 (6) in respect of:

I. First Board meeting he attends after the appointment made under section 152 (5) of the Companies Act, 2013,

II. At the first meeting of Board in every financial year.

III. Whenever there is any change in the circumstance which may affect their status as Independent Director.

9. AUDITOR''S REPORT:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore do not call for any further clarification.

10. APPOINTMENT OF AUDITORS:

M/s. Dhiren Shah and Co., auditors of the Company, retires at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-1 forming part of this report.

12. LISTING AGREEMENT

Your Company is committed to good corporate governance practices. Under clause 49 of the listing agreement. Your Directors are pleased to inform that your Company has implemented all the major stipulations prescribed under clause 49 of the listing agreement with the Stock Exchange (s). A certificate from the Statutory Auditors of the Company in line with clause 49 is annexed to and forms part of the Director''s Report.

13. COMPLIANCE CERTIFICATE

Pursuant to proviso to Section 383A of the Companies Act, 1956, Compliance Certificate for the Financial Year 2013-14 from M/s. D.N.Motwani & Co., Company Secretaries is attached to this report.

14. NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2013-14.

Four Board meetings dated 28/05/213, 29/07/2013, 25/10/2013 and 23/01/2014 were held in the Financial Year 2013-14. Attendance record of Ahmedabad Steelcraft Limited Board Meetings;

Name of DIN Position Status The Member

Shri Anand V. Shah 00017452 Managing Director Promoter

Shri Dharshan A. Jhaveri 00489773 Managing Director Promoter

Shri Shashank I. Shah 00545449 Executive Director Promoter

Shri Anand N. Jhaveri 00489833 Executive Director Promoter

Shri Girish D. Shah 00545407 Executive Director Promoter

Shri Viral A. Jhaveri 00489644 Executive Director Promoter

Shri Ashok C. Gandhi 00022507 Independent Director Chairman

Shri Kanishka H. Kaji 02329312 Director Independent

Dr. Malay Mahadevia * 00064110 Director Independent

Shri Shrujal Patel ** 02087840 Director Independent

Name of the Member No. Of No. of Sitting Meeting Meeting Fees (Rs) Held Attended

Shri Anand V. Shah 4 3 Nil

Shri Dharshan A. Jhaveri 4 4 Nil

Shri Shashank I. Shah 4 4 Nil

Shri Anand N. Jhaveri 4 4 Nil

Shri Girish D. Shah 4 3 Nil

Shri Viral A. Jhaveri 4 3 Nil

Shri Ashok C. Gandhi 4 4 20000

Shri Kanishka H. Kaji 4 3 15000

Dr. Malay Mahadevia * 2 0 Nil

Shri Shrujal Patel ** - - Nil

* Dr. Malay Mahadevia(DIN:00064110) resigned from the Board on 22nd August, 2013. The Board appreciates the guidance provided by

Dr. Malay Mahadevia during his tenure.

** Shri Shrujal Patel(DIN:02087840) was appointed as Additional and Independent Director on 23rd January, 2014.

Shri Kanishka Kaji (DIN:02329312), Shri Ashok C. Gandhi(DIN:00022507), Shri Anand V. Shah(DIN:00017452) and Shri Darshan A.

Jhaveri(DIN:00489773)

are the members of Audit Committee. Shri KanishkaKaji(DIN:02329312) is the Chairman of the Audit Committee.

Shri Ashok C. Gandhi(DIN:00022507) sswas paid sitting fees of Rs. 10,000 for attending the Audit Committee meetings and Shri

KanishkaKaji was paid Rs. 7,500 for attending the Audit Committee meetings.

15 DETAILS OF INVESTMENT

Sr. No. Name of Company Securities held Status Amount

1. SELAN EXPLORATATION TECH. LTD 5,500 Quoted 92,305

2. THAMBI MODERN SPG. MILLS LTD 800 Quoted 40,000

3. VLS FINANCE LTD 3,000 Quoted 2,00,000

16. APPRECIATIONS :

Your Directors place on record their sincere appreciation for the valuable and dedicated services rendered by the employees of the Company. They also place on record the fullest co-operation extended by the bankers of the Company.

For, D.N. Motwani & Company

Company Secretaries

Date: 27.05.2014 D. N. Motwani

Place: Ahmedabad (Proprietor)

ACS : 5016

---

Mar 31, 2013

To: The Shareholders,

The Directors have pleasure in presenting their 41st Annual Report together with Audited Accounts for the year ended on 31st March 2013.

1. FINANCIAL RESULTS: 2012-2013 2011-2012 (Rs. In Lacs) (Rs. In Lacs)

Profit/(Loss) before depreciation and taxation 99.18 247.63

Less:

Exceptional Item 1.09

Provision for Depreciation 17.47 17.51

Provision for taxation

Deferred tax Liability 2.32 3.56

Short Provision of I ncome Tax of earlier years (25.78)

Profit/ (Loss) after tax 78.30 252.34

Profit/(Loss) brought forward from last year 1669.16 1464.38

Total : 1747.46 1716.72

APPROPRIATIONS:

Proposed Dividend 40.92 40.92

Tax on Dividend 6.64 6.64

Transfer to General Reserve

Balance carried to Balance Sheet 1699.90 1669.16

2. OPERATIONS :

The turnover of the company during the year was Rs. 651.02 Lacs in comparison of Rs. 249.25 Lacs in the previous year.

The Company continues the trading of Hot Rolled (Non-Alloy) Mild Steel Window sections and Angles. Major trading activities are relating to export in overseas market. The management is hopeful to enhance the trading activities in coming years.

The Company continues to be partner of LLPs without any change. The operational activities has commenced and the management is confident in achieving higher amount of profits in current and upcoming years.

The Company has altered the object clause of Memorandum of Association and altered Article of Association of the Company through postal ballot on 13/04/2013. The Procedure for Postal Ballot was completed in this Financial Year.

The Company has started the activities as per the new Object clause duly amended by the Stakeholders.

Despite the compulsive economics and political climate, added with the fact that real estate is predominantly a state subject, the Union Budget 2012-13 has atleast shown the intent to accept the real estate and infrastructure as a priority sector.

In view of the same, the management is of the opinion that:

1. Real estate as an attractive investment option

2. I mproved real estate transparency levels

3. Wider option to choose from.

4. Availability of high-quality residential formats.

5. Competitive home loan rates.

6. Flexible home loan financing-EMI holiday by developers.

7. Increased NRI buyers interest.

And exactly for such reasons residential offerings have evolved to accommodate concepts of themed projects, designer homes, green homes etc. Today people want to live, work, play entertain, be entertained, flaunt, relax, rejuvenate, study, exercise when it comes to ‘where'' they stay.

I n order to bring the construction quality at par with the global standards, developer have introduced contemporary technologies such as Mivan and PERT to their construction. The advanced technologies have not only reduced the cost of construction, but also brought down construction turnaround time significantly in the recent past. There has been greater awareness about green building construction in the late decade.

All these above factors will not only improve the performance of Company but will consequently help in increasing the net worth of Stakeholders. However the Management is concerned about the increase in Service Tax apart from this the prices of raw material; cement etc may affect the margin of the Company.

The Company had invested about Rs. 4.03 Crore upto 31.03.2013 in Light Works LLC in Mongolia for carrying on mining activities.

3. DIVIDEND:

The Board recommends 10 % dividend on equity shares i.e. Re.1/- per Equity share (Last Year Re 1/- Per Equity Share) for the financial year ended 31 -03-2013. The Dividend will be paid to members whose name appear in the Register of Member as on 17-08-2013.

4. DEPOSITORY SYSTEMS:

Your Company has entered into an agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (I ndia) Limited (CDSL). This enables you to hold your shares in a dematerialized form with either of these depositories.

Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for these facilities are advised to dematerialize their shares in their own interest. Your Company has also made arrangements for simultaneous dematerialization of the physical shares lodged for transfer.

The Company has appointed M/s.Link In Time India Private Limited as R & T Agent. Henceforth all the communication relating to Demat of shares/ Transfer of shares/ Change of address etc be send to

Link In-Time India Private Limited (Ahmedabad Branch)

303, 3rd Floor, Shopper''s Plaza - V Opp.Muncipal Market, Off.C.G.Road Navrangpura, Ahmedabad- 380009 Tel No : 079-26465179 Email : [e-mail]

No of Shares demated 34,46,247 being 84% of Paid-up Capital.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures. This is subject to Accounting Standard 13 in which case the current investments have been valued at cost.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the Financial Year ended 31st March, 2013 on a ‘going concern'' basis.

6. INSURANCE :

All the assets of the Company have been adequately insured.

7. DIRECTORS:

As per the provisions of Articles of Association, Shri.Ashok C. Gandhi, Shri. Viral A. Jhaveri and Dr. Malay Mahadevia retire from the Board by rotation and being eligible, offer themselves for reappointment.

8. AUDITOR''S REPORT:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore do not call for any further clarification.

9. APPOINTMENT OF AUDITORS:

M/s. Dhiren Shah and Co., auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

10. PARTICULARS OF EMPLOYEES:

There were no employees drawing remuneration of Rs. 24,00,000/- or more per annum employed throughout the year or Rs. 2,00,000/- or more, per month employed for a part of the year.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-1 forming part of this report.

12. LISTING AGREEMENT

Your Company is committed to good corporate governance practices. Under clause 49 of the listing agreement, your Directors are pleased to inform that your Company has implemented all the major stipulations, prescribed under clause 49 of the listing agreement with the Stock Exchange (s). A certificate from the Statutory Auditors of the Company in line with clause 49 is annexed to and forms part of the Director''s Report.

13. COMPLIANCE CERTIFICATE

Pursuant to proviso to section 383A of the Companies Act, 1956, Compliance Certificate for the Financial Year 2012-13 from M/s. D.N.Motwani & Co., Company Secretaries is attached to this report.

14. APPRECIATIONS:

Your Directors place on record their sincere appreciation for the valuable and dedicated services rendered by the employees of the Company. They also place on record the fullest co-operation extended by the bankers of the Company.

For and on behalf of the Board

Place: Ahmedabad Anand V. Shah & Darshan A. Jhaveri

Date : 28.05.2013 Managing Directors

---

Mar 31, 2012

The Directors have pleasure in presenting their 40th Annual Report together with Audited Accounts for the year ended on 31st March 2012.

1. FINANCIAL RESULTS:

2011-2012 2010-2011 (Rs in lacs) (Rs in lacs)

Profit/(Loss) before depreciation and taxation 247.63 2466.28

Less:

Provision for Depreciation 17.51 16.26

Provision for taxation - 470.00

Deferred tax Liability 3.56 5.78

Short / (Excess) Provision of Income Tax of earlier years (25.78) 118.24

Profit/ (Loss) after tax 252.34 1856.00

Profit/(Loss) brought forward from last year 1464.38 (271.01)

Total: 1716.72 1584.99

APPROPRIATIONS:

Proposed Dividend 40.92 40.92

Tax on Dividend 6.64 6.64

Transfer to General Reserve - 73.05

Balance carried to Balance Sheet 1669.16 1464.38

2. OPERATIONS AND MANAGEMENT ANALYSIS:

The turnover of the company during the year was Rs 249.25 Lacs in comparison of Rs 395.24 Lacs in the previous year.

The Company continues the trading of Mild Steel Window section and Angles. Major trading activities are relating to export in overseas market. The management is hopeful to enhance the trading activities in coming years.

The Company has now entered into two more LLPs (Limited Liabilities Partnerships) as partner besides Avkar Group. The LLPs are engaged in construction of residential flats and tenements. These partnerships have already acquired land and have started development of the properties. Thay are hopeful to complete some projects by the end of 2013 & some projects by the next accounting year. The company has earned Rs. 287.90 Lacs profit as our share from the partnerships.

Despite the compulsive economics and political climate, added with the fact that real estate is predominantly a state subject, the Union Budget 2012-13 has atleast shown the intent to accept the real estate and infrastructure as a priority sector.

In view of the same, the management is of the opinion that:

1. Real estate as an attractive investment option

2. Improved real estate transparency levels

3. Wider option to choose from.

4. Availability of high-quality residential formats.

5. Competitive home loan rates.

6. Flexible home loan financing-EMI holiday by developers.

7. Increased NRI buyer interests

And exactly for such reasons residential offerings have evolved to accommodate concepts of themed projects, designer homes, green homes etc. Today people want to live, work, play entertain, be entertained, flaunt, relax, rejuvenate, study, exercise when it comes to 'where' they stay.

In order to bring the construction quality at par with the global standards, developer have introduced contemporary technologies such as Mivan and PERT to their construction. The advanced technologies have not only reduced the cost of construction, but also brought down construction turnaround time significantly in the recent past. There has been greater awareness about green building construction in the late decade.

The above factors will not only improve the performance of Company but will consequently help in increasing the net worth of Stakeholders. However the Management is concerned about the increase in Service Tax apart from this the prices of raw material; cement etc may affect the margin of the Company.

The Company had invested about Rs. 4.56 Crore upto 31.03.2012 in Light Works LLC in Mongolia for carrying on mining activities.

3. DIVIDEND:

The Board recommend 10 % dividend on equity shares i.e. Rs. 1/- per share for the financial year ended 31 -03-2012.

4. DEPOSITORY SYSTEMS:

Your Company has entered into an agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). This enables you to hold your shares in a dematerialized form with either of these depositories.

Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for these facilities are advised to dematerialize their shares in their own interest. Your Company has also made arrangements for simultaneous de materialization of the physical shares lodged for transfer.

The Company has appointed M/s.Link In Time India Private Limited as R & T agent. Henceforth all the communication relating to Demat of shares/ T ransfer of shares/ Change of address etc be send to

Link In-Time India Private Limited (Ahmedabad Branch)

303, Shopper's Plaza - V, Opp.Muncipal Market, Off.C.G.Road

Navrangpura, Ahmedabad- 380009

Tel No : 079-26465179

Email : [e-mail]

No of Shares demated 34,40,147 being 84% of Paid-up Capital.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31 st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures. This is subject to Accounting Standard 13 in which case the current investments have been valued at cost.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

(iii)That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the Financial Year ended 31 st March, 2012 on a 'going concern' basis.

6. INSURANCE:

All the assets of the Company have been adequately insured.

7. DIRECTORS:

As per the provisions of Articles of Association, Shri Shashank I. Shah, Shri Anand N. Jhaveri and Shri Girish D. Shah retire from the Board by rotation and being eligible, offer themselves for reappointment.

Dr. Malay Mahadevia was appointed as Additional Director on 12.11.2011 in terms of section 260 of the Companies Act, 1956 to hold the office upto the date of ensuing Annual General Meeting. His term as Additional Director will expire on the date of this Annual General Meeting. The Company has received a recommendation together with requisite deposit from a shareholder under section 257 of the Companies Act, 1956 for his appointment as Director of the Company in terms of section 255 of the Companies Act, 1956.

The Board therefore, recommends his appointment as an Independent Director in terms of section 255 of the Companies Act, 1956 read with Clause 49 of the Listing Agreement.

The term of Shri Anand V. Shah, Shri Darshan A. Jhaveri, Shri Shashank I. Shah, Shri Anand N. Jhaveri, Shri Girish D. Shah and Shri Viral A. Jhaveri as Managing Director and Whole Time Director will expire on 30.09.2012. Looking to their involvement and services it is recommended to reappoint them as Managing Director and Whole Time Director with increased remuneration upto Rs.1.25 Lacs per month. The further appointment will be for the period of 5 years commencing from 01.10.2012.

8. AUDITOR'S REPORT:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore do not call for any further clarification.

9. APPOINTMENT OF AUDITORS:

M/s. Dhiren Shah and Co., auditors of the Company, retires at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

10. PARTICULARS OF EMPLOYEES:

There were no employees drawing remuneration of Rs.24,00,000/- or more per annum employed throughout the year or Rs. 2,00,000/- or more, per month employed for a part of the year.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-1 forming part of this report.

12. LISTING AGREEMENT

Your Company is committed to good corporate governance practices. Under clause 49 of the listing agreement. Your Directors are pleased to inform that your Company has implemented all the major stipulations prescribed under clause 49 of the listing agreement with the Stock Exchange (s). A certificate from the Statutory Auditors of the Company in line with clause 49 is annexed to and forms part of the Director's Report.

13. COMPLIANCE CERTIFICATE

Pursuant to proviso to section 383A of the Companies Act, 1956, Compliance Certificate for the Financial Year 2011 - 12 from M/s. D.N.Motwani & Co., Company Secretaries is attached to this report.

14. APPRECIATIONS:

Your Directors place on record their sincere appreciation for the valuable and dedicated services rendered by the employees of the Company. They also place on record the fullest co-operation extended by the bankers of the Company.

For and on behalf of the Board

Place: Ahmedabad Anand V. Shah & Darshan A. Jhaveri

Date : 27.07.2012 Managing Directors

---

Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting their 39th Annual Report together with Audited Accounts for the vear ended on 31st March 2011.

1. FINANCIAL RESULTS :

2010-2011 2009-2010 (Rs. in Lacs)(Rs. in Lacs)

Profit / (Loss) before depreciation and taxation 2475.62 (25.34) Less:

Provision for Depreciation 16.26 13.47

Provision for taxation 470.00 -

Wealth Tax Paid 1.09 1.19

Deterred tax Liability 5.78 1.86

Investment Return Off 5.79 -

Excess Provision Premium On Duty Entitlement 1.19 -

Short Provision of Income Tax of earlieryears 118.24 -

TDSW/oit 1.27 -

Add: Excess Provision for FBT - 0.03

Profit/(Loss) after tax 1856.00 (41.83)

Profit/(Loss) brought forward from last year (271.01) (229.18)

Total: 1584.99 (271.01)

APPROPRIATIONS:

Proposed Dividend 40.92 --

Tax on Dividend 6.64 --

Transfer to General Reserve 73.05 -- Balance carried to Balance Sheet 1464.38 (271.01)

2. OPERATIONS:

The turnover of the company during the year was Rs 395.24 Lacs in comparison of Rs 347.45 Lacs in the previous year.

The Company continues the trading of Mild Steel Window section and Angles. Major trading activities are relating to export in overseas market. The management is hopeful to enhance the trading activities in coming years.

The Company has entered into partnership with Aavkar group who are engaged in land development. The partnership has already acquired land and has commenced development of the said property. It is hopeful to complete the said project by the end of 2012.

The Company has promoted Light Works LLC in Mongolia for carrying on mining activities and has invested Rs.4.56 Crore in the said company upto the end of this year.

The Company has also entered into Partnership with Endor Properties LLP & Tesla Properties LLP in the current year. The said firms are engaged in Real Estate activities.

The management foresee enhancement in the turnover and profit on full operation of the activities.

The Company has also invested additional Rs 2 Crore in the capital of Partnership firm Aavkar Group upto the end of this financial year.

3. DIVIDEND:

The Board recommend 10% dividend on equity shares i.e. Re 1/- per share for the financial year ended 31 -03-2011.

4. DEPOSITORY SYSTEMS:

Your Company has entered into an agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). This enables you to hold your shares in a dematerialized form with either of these depositories.

Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for these facilities are advised to dematerialize their shares in their own interest.

Your Company has also made arrangements for simultaneous dematerialization of the physical shares lodged for transfer The Company has appointed Link In Time India Private Limited as R & T agent in the FY 2010-11.

Henceforth all the communication relating to Demat of shares/Transfer of shares/ Change of address etc be send to. Number of Shares demated 25,51,397 being 62.35% of paid of Capital.

Link In-Time India Private Limited

211, Sudarshan Complex, Near Mithakhali Under Bridge,

Mithakhali,Navrangpura,Ahmedabad-380009

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i)That in the preparation of the accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures. This is subject to Accounting Standard 13 in which case the current investments have been valued at cost.

(ii)That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

(iii)That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv)That the Directors have prepared the accounts for the Financial Year ended 31 st March, 2011 on a

6. INSURANCE:

All the assets of the Company have been adequately insured.

7. DIRECTORS:

As per the provisions of Articles of Association Sarva Shri Anand V Shah, Shri Darshan A. Jhaveri and Shri Kanishka H. Kaji retire from the Board by rotation and being eligible offer themselves for reappointment.

Shri Rajiv D. Gandhi, due to his preoccupation, has resigned from the Board w.e.f. 14th April 2011 The Board appreciates the services and guidance given by him during his tenure as Director.

8. AUDITOR'S REPORT:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore do not call for any further clarification.

9. APPOINTMENT OF AUDITORS:

M/S.DHIREN SHAH AND CO. Chartered Accountants retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

10. PARTICULARS OF EMPLOYEES :

There were no employees drawing remuneration of Rs.24,00,000/- or more per annum employed throughout the year or Rs.2,00,000/- or more, per month employed for a part of the year

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to Section 217(1) (e)of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-1 forming part of this report.

12. LISTING AGREEMENT:

Your Company is committed to good corporate governance practices. Under Clause 49 of the listing agreement. Your directors are pleased to inform that your Company has implemented all the major stipulations prescribed under clause 49 of the listing agreement with the Stock Exchange A certificate from the Statutory Auditors of the Company in line with clause 49 is annexed to and forms part of the Director's Report.

13. COMPLIANCE CERTIFICATE:

Pursuant to proviso to section 383 A of the Companies Act, 1956, Compliace Certificate for the Financial Year 2010-11 from M/s. D.N.Motwani & Co., Company Secretary is attached to this report.

14. APPRECIATIONS:

Your directors place on record their sincere appreciation for the valuable and dedicated services rendered by the employees of the Company. They also place on record the fullest co-operation extended by the bankers of the Company.

For and On Behalf of the Board Place : Ahmedabad ANAND V . SHAH & DARSHAN A. JHAVERI Date : 23-07-2011 MANAGING DIRECTORS

---

Mar 31, 2010

The Directors have pleasure in presenting their 38h Annual Report together with Audited Accounts for the year ended on 31 st March, 2010.

1. FINANCIAL RESULTS :

2009-2010 2008-2009 (Rs. in Lacs) (Rs. in Lacs)

Profit / (Loss) before depreciation and taxation (25.34) 244.94 Less:

Provision for depreciation 13.47 8.26

Provision for taxation -- 65.00

Provision for FBT - 3.09

Wealth Tax Paid 1.19 0.57

Deferred tax Liability 1.86 8.03

Add: Excess Provision For FBT 0.03 0.22

Profit/(Loss) after tax (41.83) 160.2 Add:

Transfer from Re valuation Reserve A/C

(On disposal of Fixed Assets) . - 34.41

Profit / (Loss) for the year (41.83) 194.62

Profit / (Loss) brought forward from last year (229.18) (423.80)

Total (271.01) (229.18)

APPROPRIATIONS:

Proposed Dividend --- ---

Tax on Dividend --- ---

Transfer to Genera Reserve --- ---

Balance carried to Balance Sheet (271.01) (229.18)

2. OPERATIONS:

The turnover of the company during the year was Rs 469.70 Lacs in comparison of Rs 428.48 Lacs in the previous year.

The Company continues the trading of Mild Steel Window section and Angles. Major trading activities arc relating to export in overseas market. The management is hopeful to enhance the trading activities in coming years.

The Company has entered into partnership with Aavkar group who are engaged in land devel- opment. The partnership has already acquired land and has commenced development of the said property. It is hopeful to complete the said project by the end of 2012. The Company has promoted Light Works LLC in Mongolia for carrying on mining activities and has invested Rs.4.69 Crore in the said company upto the end of this year. The Company has implemented the project in the 2nd Quarter of the financial year. The Company is hopeful to achieve the fruitful results of the said project in coming years on account of long gestation period.

The Company has also entered into Partnership with Endor Properties LLP in the current year.

The said firm is engaged in Real Estate activities. The management foresee enhancement in the turnover and profit on full operation of the activities.

The management is pleased to state that the Registration and execution of documents for the disposal of factory land has been implemented and will be completed in due course.

3. DIVIDEND:

In view of Carry Forward loss your Board do not recommend dividend for the financial year ended 31-03-2010.

4. DEPOSITORY SYSTEMS:

Your Company has entered into an agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) This enables you to hold your shares in a dematerialized form with either of these depositories Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for this facility are advised to demateriaiize their shares in their own interest.

Your Company has also made arrangements for simultaneous dematerialisation of the physical shares lodged for transfer.

The Company has appointed Link In Time India Private Limited as R & T agent in the current year.

Henceforth all the communication relating to Demat of shares/Transfer of shares/Change of address etc be send to

Link In-Time India Private Limited

211. Sudarshan Complex, Near Mithakhali Under Bridtic,

Mithakhali, Navrangpura, Ahmcdabad-380009. Tele : 79 - 26465179

Number of Shares demated 25,38.397 being 62.03 % of Paid-up Capital.

5. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31sl March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures. This is subject to Accounting Standard 13 in which case the current investments have been valued at cost. (ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the Company for the year under review. (iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) That the Directors have prepared the accounts for the Financial Year cnded31sMarch, 2010 on a going concern basis.

6. INSURANCE: All the asscts of the Companv have been adequately insured.

7. DIRECTORS:

As per the provisions of Articles of Association Sarva Shi i Ashok C. Gandhi and Shri Viral A. Jhaveri retire from the Board by rotation and being eligible to offer themselves for reappointment. Shri Rajiv Gandhi was appointed as Additional Director on 16-09-2009 in termsof section 260 of the Companies Act, 1956 to hold the office upto the date of ensuing Annual General Meeting, His term as Additional Director will expire on 29-09-2010 being the date of Annual General Meeting. The Company has received a recommendation together with requisite deposit from a shareholder under section 257 of the Companies Act, 1956 for his appointment as Director of the Company in terms of section 255 of the Companies Act, 1956.

The Board therefore, recommends his appointment as an Independent Director in terms of section 255 of the Companies Act, 1956 read with Clause 49 of the Listing Agreement.

8. AUDITORS REPORT:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore do not call for any further clarification.

9. APPOINTMENT OF AUDITORS:

M/S. DHIREN SHAH AND CO. Chartered Accountants retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

10. PARTICULARS OF EMPLOYEES :

There were no employees drawing remuneration of Rs.24,00,000/- or more per annum employed throughout the year or Rs.2,00,000/- or more, per month employed for a part of the year.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information pursuant to Section 2! 7 (I) (c) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. I988 are not applicable as the Company has not done any manufacturing activity. Other Details are given in Anncxurc I.

12. LISTING AGREEMENT:

Your Company is committed to good corporate governance practices. Under Clause 49 of the listing agreement your Directors are pleased to inform that your Company has implemented all the major stipulations prescribed under clause 49 of the listing agreement with the Stock Exchange (s) A certificate from the Statutory Auditors of the Company in line with clause 49 is annexed to and forms part of the Directors Report.

13. COMPIJANCE CERTIFICATE :

Pursuant to provison to section 383 A of the Companies Act, 1956, Compliace Certificate for the Financial Year 2009-10 from M/s. D.N.Motwani & Co., Company Secretary is attached to this report.

14. APPRECIATIONS:

Your directors place on record their sincere appreciation for the valuable and dedicated services rendered by the employees of the Company. They also place on record the fullest co-operation extended by the bankers of the Company.

For and On Behalf of the Board

Place: Ahmedabad Ashok C. Gandhi

Date 28-07-2010 Chairman