Your Directors take pleasure in presenting the 61^st Annual Report on the business and operations of the
Company together with the Audited Accounts for the year ended 31^st March, 2025.

FINANCIAL RESULTS:

(Rupees in Lakhs)

PERFORMANCE & PROSPECTS:

The operation of your Company has been closed since the year 2010 due to working capital shortage.
During the year under review, the Loss of the company was stood at Rs.24.69 Lakhs against the loss of
Rs. 25.05 Lakhs as compare to previous year. The Promoters of the Company are in the process of
infusing funds for the operation & revival of the Company.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

There is no material change in commitments affecting the financial position of the Company occurred
since the end of the financial year 2024-2025.

SUBSIDIARIES, ASSOCIATES OR JOINT VENTURES:

Your Company has no Associate Company and does not have any subsidiaries or joint ventures, during
the year under review.

DIVIDEND:

Considering your Company's present situation, your Directors regret to recommend a dividend for the
year under review.

TRANSFER TO RESERVES:

The details of movement due to decrease in loss for financial year 2024-25 has been given in Note No.8
forming part of Financial Statements.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF):

Pursuant to the provision of the Companies Act, there is no unclaimed or unpaid dividend lying which
requires to be transferred to the Investor Education & Protection Fund (IEPF) of the Central Govt.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment/Resignation of Director:

There is no appointment or changes in Directorship during the year under review.

Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013
and in terms of the Articles of Association of the Company, Mr. Adarsh Agarwalla (DIN:00527203), retires
by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The proposal regarding his re-appointment is placed for approval by the shareholders.

Key Managerial Personnel:

There is no change in Key Managerial Personnel of the Company from the date of last Annual General
Meeting.

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY
2024-25 are as follows:

> Mr. Adarsh Agarwalla (Whole-time Director);

> Mr. Avinash Landge (Chief Financial Officer);

> Mr. Om Prakash Ojha (Company Secretary).

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013.
The Directors have also made necessary disclosures to the extent as required under provisions of section
184(1) as applicable.

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the financial year 2024-2025 forms part of
the Corporate Governance Report.

DIRECTOR S RESPONSIBILITY STATEMENT:

As required by Section 134(3)(c) of the Companies Act, 2013, your directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed
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 2024-2025 and of the 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;

e. they have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively;

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

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director of the Company under
Section 149 (7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the
criteria of their Independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation
16(1 )(b) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as the SEBI (LODR), Regulations, 2015).

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI LODR Regulations, 2015,
the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration
Committee, has formulated a Remuneration Policy. At the present situation, no remuneration or sitting
fees are being paid or payable by the Company to its Directors as the Company is running with heavy
losses & cash crunch.

The criteria for identification of the Board Members including that for determining qualification, positive
attributes, independence etc. are summarily given here under:

>Ý The Board Member shall possess appropriate skills, qualification, characteristics and experience.
The objective is to have a Board with diverse background and experience in business, government,
academics, technology, human resources, social responsibilities, finance, law etc. and in such other
areas as may be considered relevant or desirable to conduct the Company's business in a holistic
manner.

> Independent director shall be person of integrity and possess expertise and experience and/or
someone who the Committee/Board believes could contribute to the growth/philosophy/strategy of
the Company.

>Ý In evaluating the suitability of individual Board Members, the Committee takes into account many
factors, including general understanding of the Company’s business dynamics, global business,
social perspective, educational and professional background and personal achievements.

>Ý Director should possess high level of personal and professional ethics, integrity and values. He
should be able to balance the legitimate interest and concerns of all the Company’s stakeholders in
arriving at decisions, rather than advancing the interests of a particular section.

>- Director must be willing to devote sufficient time and energy in carrying out their duties and
responsibilities effectively. He must have the aptitude to critically evaluate management’s working
as part of a team in an environment of collegiality and trust.

>- The Committee evaluates each individual with the objective of having a group that best enables the
success of the Company's business and achieves its objectives.

DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is not required to be given as there is no remuneration given to Whole time director or
employees and remuneration to Company Secretary (KMP) is only paid.

COMPLIANCE WITH SECRETARIAL STANDARD:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems
are adequate and operating effectively.

BOARD EVALUATION & CRITERIA FOR EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBILODR Regulations, 2015, the Board has
carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation
of the working of various Committees. The evaluation process inter alia considers attendance of Directors
at Board and committee meetings, acquaintance with business, compliance with code of conduct, vision
and strategy, which is in compliance with applicable laws, regulations and guidelines. The performance
evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation
of the Wholetime Director and the Non-Independent Directors was carried out by Independent Directors.
Details of the same are given in the Report on Corporate Governance annexed hereto.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and SEBI LODR Regulations,
2015, the Company has framed a Vigil Mechanism/Whistle Blower Policy to deal with unethical behaviour,
actual or suspected fraud or violation of the company’s code of conduct or ethics policy, if any.

CORPORATE SOCIAL RESPONSIBILITY:

The present financial position of the Company does not mandate the implementation of CSR activities
pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013.

LISTING:

The Equity Shares of your Company are listed at Bombay Stock Exchange Limited (BSE). The Company
had earlier filed application with the Calcutta Stock Exchange Ltd, Ahmedabad Stock Exchange Ltd. &
The Magadh Stock Exchange Ltd. for delisting of its equity shares under SEBI delisting guidelines. Vide
SEBI exit notice to Regional Stock Exchanges, the Ahmedabad Stock Exchange & Magadh Stock Exchange
has stopped its operation as a Stock Exchange although the Calcutta Stock Exchange is yet to comply the
SEBI circular for de-recognition of stock exchanges.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
your Company has adopted the Code of Conduct for Prevention of Insider Trading and the same is also
placed on the Company's website: www.foundryfuel.co.in.

DISCLOSURE REQUIREMENT:

i) Composition of Audit Committee:

The Board has constituted the Audit Committee and the complete details of the Committee are
given in the Corporate Governance Report, attached as an Annexure to this Board’s Report.

ii) Recommendation by Audit Committee:

There were no such instances where the recommendation of Audit Committee has not been accepted
by the Board during the financial year under review.

iii) Composition of Nomination & Remuneration Committee:

The Board has constituted the Nomination & Remuneration Committee and the complete details of
the Committee are given in the Corporate Governance Report, attached as an Annexure to this
Board's Report.

iv) Composition of Stakeholders Relationship Committee:

The Board has constituted the Stakeholders Relationship Committee and the complete details of
the Committee are given in the Corporate Governance Report, attached as an Annexure to this
Board’s Report.

v) Risk Analysis:

The Company has well defined risk management framework in place comprising of regular audits
and checks for identifying, assessing, mitigating, monitoring and reporting of risks associated with
the businesses of the Company. Major risks as identified are systematically addressed by the
concerned process owners through risk mitigation actions on a continuing basis.

vi) Annual Return:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 and amendments thereof and in compliance
of the Companies (Amendment) Act, 2017, effective August 28, 2020, the draft Annual Return for
the financial year 2024-25 is placed on the website of the Company at www.foundrvfuel.co.in

vii) Corporate Governance:

Your Company has initiated, by providing the shareholders, to avail the option of receiving online
the requisite documents i.e. notices, annual reports, disclosures and all other communications, by
registering their e-mail id for the success of ‘Green Initiative’ as per MCA circular no. 17/2011 & No.
18/2011.

The Company continues to comply with the requirements of SEBILODR Regulations, 2015 regarding
Corporate Governance though the Company is exempted from complying with the Corporate
Governance Code. The Report on Corporate Governance, Certification by CEO/CFO and the
Management Discussion & Analysis Report are attached herewith which form part of this Annual
Report.

viii) Nomination, Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laid down a
Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies
Act, 2013 read with the Rules made therein and the Listing Agreement with the stock exchanges (as
amended from time to time). This Policy is formulated to provide a framework and set standards in
relation to the followings:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior
Management Executives of the Company.

b. Evaluation of the performance of the Directors.

c. Criteria for determining qualifications, positive attributes and independence of a Director.
SHARE CAPITAL:

The paid up equity capital as on March 31,2025 was Rs. 801.94 Lakhs comprising of 80,18,750 equity
shares of Rs.10/- each. Your Company has not issued any equity shares, equity shares with differential
rights, Sweat equity shares. Employees' Stock Options and did not purchase its own shares during the
financial year 2024-25. Hence there is no information to be provided as required under Rule 4(4), Rule
8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and
Section 62 of the Companies Act 2013, respectively.

FINANCE:

The company continues to focus on judicious management of its working capital, Receivables, inventories
and other working capital parameters were kept under strict check through continuous monitoring.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the
Companies Act, 2013 during the financial year 2024-25.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable
assurance in respect of providing financial and operational information, complying with applicable statutes
and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of
accounting records.

The Company has in place an adequate and robust system for Internal Financial Controls commensurate
with the size and nature of its business. Internal Financial Controls Systems are integral to the Company’s
corporate governance policy and no reportable material weaknesses were observed in operations.

COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to uphold and maintain the dignity of women employees and it has in place a
policy which provides for protection against sexual harassment of women at work place and for prevention
and redressal of such complaints. During the financial year no such complaints were received.

RELATED PARTY TRANSACTIONS:

The operations of the Company has been stopped since the year 2010 there are no materially significant
related party transactions during the year under review, hence, the provisions of Section 188 of the
Companies Act, 2013 are not attracted.

RISK MANAGEMENT:

Risk management is the process of identification, assessment, and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and / or impact of unfortunate
events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk
Assessment and Minimization Procedure which is reviewed by the Audit Committee and approved by the
Board from time to time.

PARTICULARS OF EMPLOYEES:

There is no such employee in the Company, the information of which is required to be furnished under
provisions of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Having regard to the provisions of Section 136 of
the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the
members of the Company.

HUMAN RESOURCE DEVELOPMENT INDUSTRIAL RELATIONS:

There is a continuous effort for better Human Resource (HR) service delivery in order to better serve the
customers with simpler well executed processes with proper use of technology. HR service delivery has
become all the more critical in the organization due to rise in customer expectation.

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

Your Company used electricity provided by state electricity board in form of energy, the consumption of
which is very minimal. As required under provisions of the Companies Act, 2013 and Rule 8(3) of Companies
(Accounts) Rules, 2014 details relating to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo, no such technology absorbed by the Company and no foreign exchange
transactions are there during the period under review..

AUDITORS & AUDITORS' REPORT:

A. Statutory Auditors:

Members of the Company at the AGM held on 30^th September 2024, approved the appointment of M/s.
Bohra & Co., Chartered Accountants, (Firm Registration No.: 136492W), as the statutory auditor of the
Company for 1 year commencing from the conclusion of the 60^th Annual General Meeting held on 30^lh
September 2024 until the conclusion of 61^st Annual General Meeting of the Company to be held in the
year 2025.

Pursuant to the provisions of Sections 139,142 and other applicable provisions, if any, of the Act (including
any statutory modification or re-enactment thereof for the time being in force) and the Companies (Audit
and Auditors) Rules, 2014, as amended from time to time, the Board on recommendation of Audit Committee
has proposed to re-appoint M/s. Bohra & Co., Chartered Accountants (Firm Registration No.: 136492W)
for the second consecutive term of 5 (Five) years from conclusion of 61^s' Annual General Meeting of the
Company till the conclusion of Annual General Meeting to be held in the year 2030 , subject to approval of
Members in the ensuing Annual General Meeting. The necessary resolution for re-appointment of M/s.
Bohra & Co., as Statutory Auditors form part of the Notice convening the ensuing Annual General Meeting.

The notes on accounts referred to in the Auditors’ Report are self-explanatory and, therefore, do not call
for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse
remark or disclaimer.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers
or employees to the Audit Committee under section 143(12) of the Act, details of which needs to be
mentioned in this Report.

B. Secretarial Auditor:

In terms of Section 204 of the Act and Rules made thereunder, M/s. D. Raut & Associates, Practicing
Company Secretary (Peer Reviewed), were appointed as Secretarial Auditor of the Company to
carry out the secretarial audit for FY 2024-25. The report of the Secretarial Auditor for FY 2024-25
is enclosed as Annexure- A forming part of this Report.

The Report is self-explanatory and the Secretarial Auditors has given his observation in his report to
the Board and the Board's reply as under:

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Act (including any
statutory modification or re-enactment thereof for the time being in force) and the rules made thereunder,
as amended from time to time and pursuant to the Regulation 24A of the Listing Regulations, as amended,
M/s. D. Raut & Associates are proposed to be appointed as Secretarial Auditor of the Company for a term
of five consecutive financial years, commencing from the financial year 2025-26 till the financial year
2029-2030, subject to the approval of Members in the ensuing Annual General Meeting. The necessary
resolution for appointment of M/s. D. Raut & Associates, as Secretarial Auditor form part of the Notice
convening the ensuing Annual General Meeting.

C. Cost A uditor & Cost Audit Report:

Pursuant to Section 148 of the Companies Act 2013 and the Companies (Cost Records and Audit)
Rules, 2014 framed thereunder, it is not obligatory for your Company to appoint a Cost Auditor.

GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going
concern status and company’s operations in future.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE 2016 (IBC):

As on date, there is no proceeding pending under The Insolvency & Bankruptcy Code 2016'.

DETAILS OF ONE TIME SETTLEMENT WITH THE BANKS:

As on date, there was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENT:

Your Directors express their appreciation or assistance and co-operation received from Government
authorities, banks, vendors, customers and Shareholders of the Company. Your Directors also wish to
place on record their sincere sense of appreciation for their continuous support, the sincere efforts put in
by all employees and workmen in the performance of the Company.

By Order of the Board of Directors
For Foundry Fuel Products Ltd.

Place: Mumbai (Adarsh Agarwalla)

Date: 13.08.2025 Whole time Director