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

1. FINANCIAL HIGHLIGHTS

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

(In Lakhs)

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

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

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

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

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

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

4. DIVIDEND

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

5. CHANGE IN NATURE OF BUSINESS

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

6. MATERIAL CHANGES AND COMMITMENTS

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

7. SHARE CAPITAL

A. AUTHORISED CAPITAL

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

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

B. PAID UP CAPITAL

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

C. BUY BACK OF SECURITIES

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

D. SWEAT EQUITY

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

E. BONUS SHARES

No Bonus Shares were issued during the year under review.

F. EMPLOYEES STOCK OPTION PLAN

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

G. SHARES WITH DIFFERENTIAL RIGHTS

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

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

9. INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

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

10. DEPOSITS

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

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

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

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

14. DISCLOSURE WITH REGARD BOARD MEETING.

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

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

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

15. GENERAL MEETING(S) HELD DURING THE YEAR

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

16. COMMITTEES OF BOARD

1. AUDIT COMMITTEE

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

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

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

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

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

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

B. Disclosure of any related party transactions

C. Qualifications in the draft audit report

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

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

6. Scrutiny of inter-corporate loans and investments;

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

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

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

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

11. Approval of appointment of CFO;

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

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

2. NOMINATION & REMUNERATION COMMITTEE

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

3. INDEPENDENT DIRECTOR MEETING

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

4. STAKEHOLDER RELATIONSHIP COMMITTEE

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

5. NOMINATION AND REMUNERATION COMMITTEE

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

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

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

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

3. Devise a policy on board diversity.

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

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

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

17. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

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

18. RISK MANAGEMENT POLICY

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

19. BOARD EVALUATION

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

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

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

20. DIRECTORS RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the company
for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in
the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies
(Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with

reference to the financial statements to be disclosed in the Board's report. To ensure effective Internal
Financial Controls the Company has laid down the following measures:

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

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

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

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

22. FRAUD REPORTING

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

23. EXTRACT OF ANNUAL RETURN

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

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

(A) CONSERVATION OF ENERGY: NOT APPLICABLE

(B) TECHNOLOGY ABSORPTION: NOT APPLICABL

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

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

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

27. AUDITORS & THEIR REPORT

(A) STATUTORY AUDITORS & THEIR REPORT

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

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

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

(B) SECRETARIAL AUDITOR

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

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

(C) INTERNAL AUDITOR

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

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

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

(D) COST AUDITOR

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

28. CREDIT RATING OF SECURITIES

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

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

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

30. DETAILS OF FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

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

31. STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

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

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

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

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

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

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

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

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

34. CAUTIONARY STATEMENT

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

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

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

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

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

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

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

38. PARTICULARS OF TOP TEN EMPLOYEE:

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

39. RELATED PARTY TRANSACTIONS

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

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

40. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

41. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION

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

42. HUMAN RESOURCES

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

43. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

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

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

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

45. DISCLOSURE OF ACCOUNTING TREATMENT

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

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

46. ACKNOWLEDGEMENT

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

FOR & ON BEHALF OF THE BOARD OF DIRECTORS
CRIMSON METAL ENGINEERING COMPANY LIMITED

Chandrakesh Pal Vinay Kumar Goyal

DIN :07277936 DIN :00134026

Whole-time director Managing Director

R/o : No.5A, Karasur Road, Sedrapet R/o : C-16, Paschimi Marg, Vasant Vihar, South

Puducherry - 605111 West Delhi - 110057

Date: August 12, 2025 Date: August 12, 2025

Place: Chennai Place: New Delhi