To
The Members,
Grand Foundry Limited
Your Directors are pleased to present the Thirty Fourth (34th ) Board's Report of
the Company together with the Audited Financial Statements for the Financial Year
ended March 31, 2026.
1. FINANCIAL PERFORMANCE OF THE COMPANY.
The financial highlights of the Company for the financial year ended March 31, 2026, as
compared with the previous financial year, are summarized below:
(Rs. in lakhs)
Particulars |
Year Ended 31.03.2026 |
Year Ended 31.03.2025 |
| Net Sales / Income from operations |
1,052.56 |
- |
| Other Income |
- |
2.05 |
Total Income |
1,052.56 |
2.05 |
| Total Expenditure* |
978.18 |
31.35 |
Profit before Finance Costs, Depreciation, Tax |
74.38 |
-29.30 |
| Finance costs |
56.24 |
38.75 |
| Depreciation |
- |
- |
Profit before taxation |
18.13 |
-68.06 |
| Less: Tax Expenses |
- |
- |
Net Profit |
18.13 |
-68.06 |
| EPS |
0.06 |
-0.22 |
*Excluding Depreciation & Amortization and Finance Cost.
The Board of Directors is pleased to report that the Company has achieved profitability
during the financial year under review and has shown significant improvement in its
financial performance compared to the previous financial year.
2. COMPANY'S PERFORMANCE AND REVIEW
During the financial year under review, there was a significant improvement in the
operational and financial performance of the Company. The improvement was driven primarily
by the change in management and commencement/expansion of business operations under the
new management.
During the year, the shareholding and control of the Company underwent a change
pursuant to the acquisition of shares from the erstwhile promoters under a Share Purchase
Agreement and the Open Offer made in compliance with the applicable provisions of the
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011.
Post acquisition, the new management initiated and expanded business activities, which
resulted in generation of operational revenue during the year. The Company generated
revenue from operations amounting to Rs. 1,052.56 Lakhs as against nil revenue from
operations in the previous financial year.
The Company reported a Profit Before Tax of Rs. 18.13 Lakhs as compared to a Loss
Before Tax of Rs. 68.06 Lakhs in the previous financial year. The improved financial
performance was primarily attributable to commencement of business operations, increase in
operational income and effective cost management during the year.
The management continues to focus on strengthening the Company's operational
capabilities, improving efficiencies and exploring new business opportunities to
achieve sustainable growth. Your Directors remain optimistic about the future outlook of
the Company and are committed towards enhancing stakeholders' value.
3. CHANGE IN MANAGEMENT / CHANGE IN CONTROL
During the financial year under review, the Company witnessed a change in management
and control pursuant to acquisition of shares from the existing promoters, Ms. Madhu Garg
under a Share Purchase Agreement dated June 26, 2025 and completion of the mandatory Open
Offer under the provisions of SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 on January 5, 2026.
Consequent upon completion of the acquisition and Open Offer formalities, control and
management of the Company was transferred to the acquirer/new promoter group. The Board of
Directors was accordingly reconstituted in compliance with applicable laws.
4. BUSINESS DIVERSIFICATION
During the financial year under review, pursuant to the change in management and
control of the Company, the Company expanded/diversified its business operations by
entering into the telecommunications sector.
The Company commenced activities relating to telecom and allied services, including
communication infrastructure, telecom solutions, network-related services, digital
communication services and other ancillary activities connected therewith.
The operational revenue generated during the year was primarily derived from the Fibre
services, business activity commenced under the new management.
The diversification into the telecommunications sector was undertaken with a view to
explore new growth opportunities, diversify the revenue base of the Company and create
long-term stakeholder value. Necessary approvals from shareholders and regulatory
authorities were obtained for carrying out the aforesaid business activities.
The Board of Directors believes that the new line of business has significant growth
potential and will contribute positively towards the future growth, operational
performance and profitability of the Company.
5. SHARE CAPITAL
During the financial year under review, there was no change in the authorised and
paid-up share capital structure of the Company.
As on March 31, 2026, the authorised share capital of the Company stood at Rs.
30,10,00,000/- divided into 7,50,00,000 equity shares of Rs. 4/- each and 1,00,000 15 %
Preference Shares of Rs.10/- each amounting to Rs.10,00,000/-
The paid-up equity share capital of the Company as on March 31, 2026 was Rs.
12,17,20,000/- (Rupees Twelve Crore Seventeen Lakh Twenty Thousand Only) divided into
3,04,30,000 Equity Shares of face value of Rs. 4/- (Rupees Four Only) each.
6. LISTING OF SHARES
The Equity Shares of the Company are listed on the National Stock Exchange of India
Limited (“NSE”) and BSE Limited (“BSE”). BSE is the Designated Stock
Exchange of the Company.
The Company confirms that the annual listing fees for the financial year 2025-26 have
been duly paid to NSE and BSE.
7. DIVIDEND
The Board of Directors of your Company has deemed it prudent not to recommend any
dividend for the Financial Year under report to retain the profits, to meet the
requirements of future growth.
8. TRANSFER TO RESERVES
The Board of Directors of your company, has decided not to transfer any amount to the
Reserves for the year under review
9. PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits within the
meaning of Sections 73 and 76 of the Companies Act, 2013 (‘the Act') read with
Companies (Acceptance of Deposits) Rules, 2014.
10. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31, 2026, the Company does not have any Subsidiary, Associate or Joint
Venture Company. Hence, preparation of consolidated financial statements and statements
containing salient features of the Subsidiary/ Associate or Joint Ventures companies in
Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 is not
applicable to the Company.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014 and the Articles of Association of
the Company, Mr. Gaurav Goyal, Managing Director of the Company, retires by rotation at
the ensuing Annual General Meeting (AGM) and being eligible has offered himself for
re-appointment.
During the financial year under review, pursuant to the change in management and
control of the Company arising out of acquisition of shares under Share Purchase Agreement
and Open Offer in compliance with the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, the Board of Directors of the Company was reconstituted.
The composition of the Board of Directors and Key Managerial Personnel of the Company
as on March 31, 2026 was as under:
Sr. No. |
Name |
Designation |
DIN |
| 1 |
Gaurav Goyal |
Managing Director |
00370681 |
| 2 |
Rakesh Kumar Bansal |
Whole time Director |
00119197 |
| 3 |
Saurabh Goyal |
Non- Executive Director |
01094455 |
| 4 |
Shilpi Soni |
Non- Executive Independent Director |
02606943 |
| 5 |
Aishwarya Singhvi |
Non- Executive Independent Director |
10241207 |
| 6 |
Reena Sharma |
Non- Executive Independent Director |
08543662 |
| 7 |
Nitin Gupta |
Chief Financial Officer |
- |
| 8 |
Sonia Arora |
Company Secretary & Compliance Officer |
- |
The following directors & KMP resigned from the Board during the year under review:
Sr. No. |
Name |
Designation |
DIN |
Date of Resignation |
| 1 |
Shivani Jain |
Executive Director & Chief Financial Officer |
10187386 |
05/01/2026 |
| 2 |
Ashish Kumar |
Executive Director & CEO |
08052525 |
05/01/2026 |
| 3 |
Shefali Kesarwani |
Non- Executive Director |
10259458 |
05/01/2026 |
| 4 |
Rahul Bhardwaj |
Non-Executive Independent Director |
10101443 |
05/01/2026 |
| 5 |
Rajat Kasliwal |
Non-Executive Independent Director |
07781908 |
05/01/2026 |
| 6 |
Rahul Sharma |
Non-Executive Independent Director |
10498796 |
05/01/2026 |
| 7 |
Nalini Singh |
Company Secretary & Compliance Officer |
- |
08/01/2026 |
The following directors & KMP were appointed during the year under review: -
Sr. No. |
Name |
Designation |
DIN |
Date of Appointment |
| 1 |
Gaurav Goyal* |
Managing Director |
00370681 |
05/01/2026 |
| 2 |
Rakesh Kumar Bansal* |
Whole time Director |
00119197 |
05/01/2026 |
| 3 |
Saurabh Goyal* |
Non- Executive Director |
01094455 |
05/01/2026 |
| 4 |
Shilpi Soni* |
Non- Executive Independent Director |
02606943 |
05/01/2026 |
| 5 |
Aishwarya Singhvi* |
Non- Executive Independent Director |
10241207 |
05/01/2026 |
| 6 |
Reena Sharma* |
Non- Executive Independent Director |
08543662 |
05/01/2026 |
| 7 |
Sonia Arora# |
Company Secretary & Compliance Officer |
- |
05/01/2026 |
| 8 |
Nitin Gupta# |
Chief Financial Officer |
- |
05/01/2026 |
* The appointment was approved by the Board of Directors on January 5, 2026 and
subsequently approved by the shareholders at their meeting held on February 10, 2026.
# The Board appointed Sonia Arora as Company Secretary and Mr. Nitin Gupta as CFO on
January 5, 2026.
Apart from the above changes, there were no other changes in the composition of the
Board of Directors and Key Managerial Personnel of the Company during the Financial
Year 2025-26 and till the date of Boards' Report.
As per Companies Act, 2013, the Independent Directors are not liable to retire by
rotation.
Further, pursuant to the provisions of Section 149 of the Act, the Independent
Directors have submitted declaration that each of them meets the criteria of independence
as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation
16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that
they have complied with Schedule IV of the Act and Company's Code of Conduct.
Further, in terms of Regulations 25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external
influence.
All Directors have affirmed that they are not debarred from holding the office of a
director by virtue of any SEBI order or any other such Authority and are not disqualified
u/s 164(2) of the Companies Act, 2013. Further, Independent Directors have successfully
registered themselves in the Independent Director's data bank maintained by Indian
Institute of Corporate Affairs.
The Company has taken the certificate from M/s L. Gupta & Associates, Company
Secretaries, that none of the directors on the Board of the Company have been debarred or
disqualified from being appointed or continuing as directors of companies by the
Board/Ministry of Corporate Affairs or any such statutory authority. The Certificate is
annexed to this Report as Annexure — 1
12. ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD
Pursuant to the provisions of the Companies Act, 2013, Schedule IV thereto and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors has carried out an annual evaluation of its own performance, the performance of
its Committees and that of individual Directors.
Considering the reconstitution of the Board pursuant to change in management and
control during the financial year, the evaluation was conducted with reference to the
tenure and participation of the Directors during the period they served on the Board
during FY 2025-26.
The evaluation framework was based on various aspects of the functioning of the Board
and its Committees, including composition of the Board and Committees, effectiveness of
Board processes, quality and timeliness of information flow, participation in
deliberations, strategic guidance, governance standards and oversight of management. The
criteria for evaluation were broadly aligned with the Guidance Note on Board Evaluation
issued by SEBI.
The performance of the Board was evaluated after seeking inputs from all the Directors.
The performance of the Committees was evaluated by the Board after considering inputs
received from the respective Committee members, taking into account factors such as
composition, effectiveness of meetings, discharge of responsibilities and contribution
towards the governance framework of the Company.
In a separate meeting of the Independent Directors, the performance of the
Non-Independent Directors, the Chairperson and the Board as a whole was evaluated, taking
into account the views of the Executive and Non- Executive Directors.
The Board and the Nomination and Remuneration Committee also reviewed the performance
of individual Directors on the basis of their participation and contribution in Board and
Committee meetings, preparedness, constructive engagement in discussions, professional
expertise and guidance provided to the management.
At the meeting of the Board held subsequent to the meetings of the Independent
Directors and the Nomination and Remuneration Committee, the performance of the Board, its
Committees and individual Directors was discussed. The performance evaluation of the
Independent Directors was carried out by the entire Board, excluding the Director being
evaluated.
The Board noted that the evaluation process reflected a high level of engagement and
commitment amongst its members. The overall outcome of the evaluation was satisfactory,
and the Board expressed its satisfaction with the performance and effectiveness of the
Board, its Committees and individual Directors.
Further details regarding the evaluation process are provided in the Corporate
Governance Report, which forms part of this Annual Report.
13. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors, to the best of their knowledge and belief and according to the
information and explanations obtained by them and as required under Section 134(3)(c) of
the Companies Act, 2013 hereby state that:
i. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
ii. your Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year March
31st, 2026 and of the profit of the Company for the year ended on that date;
iii. your Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
iv. your Directors have prepared the annual accounts on a going concern basis;
v. your Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
vi. your Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
14. MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company's business policy
and strategies apart from the other business of the Board.
During the year under review, the Board met Eleven (11) times. The details of the
meetings of Board of Directors and the attendance of the Directors at the meetings are
provided in the Report on Corporate Governance, which forms part of this report. The
intervening gap between the two consecutive meetings was within the period prescribed
under the Companies Act, 2013 and Secretarial Standard on Board Meetings (SS- 1) issued by
ICSI.
15. COMMITTEES OF THE BOARD
The Board has constituted its committees in accordance with the provisions of the
Companies Act, 2013 and as per the Listing Regulations. There are currently three
Committees of the Board, which are stated as follows:
a. Audit Committee;
b. Stakeholders' Relationship Committee;
c. Nomination and Remuneration Committee;
Details of all the Committees along with their charters, composition and meetings held
during the year 2025- 26, are provided in the “Report on Corporate
Governance” which forms part of this Annual Report.
16. AUDITORS
i. STATUTORY AUDITORS
M/s. Ashwani & Associates, Chartered Accountants (Firm Registration No. 000497N),
tendered their resignation as Statutory Auditors of the Company w.e.f. January 6, 2026 due
to pre-occupation in other assignments. Pursuant to the provisions of Sections 139, 141
and 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and based on the recommendation of the Audit
Committee, the Board of Directors at its meeting held on January 15, 2026 appointed M/s
ANSK & Associates, Chartered Accountants (Firm Registration No. 026177N), as Statutory
Auditors of the Company to fill the casual vacancy caused by the resignation of the
previous auditors, subject to approval of the members.
The Members of the Company at the Extraordinary General Meeting held on February 10,
2026 approved the appointment of M/s ANSK & Associates, Chartered Accountants, to hold
office till the conclusion of the ensuing Annual General Meeting of the Company.
Consequent to the completion of the aforesaid tenure, M/s ANSK & Associates shall
cease to hold office as the Statutory Auditors of the Company from the conclusion of this
Annual General Meeting. M/s ANSK & Associates have expressed their unwillingness to be
considered for re-appointment thereafter.
Based on the recommendation of the Audit Committee, the Board of Directors has proposed
the appointment of M/s Agarwal & Saxena, Chartered Accountants (Firm Registration No.
002405C), as Statutory Auditors of the Company for a term of five consecutive years
commencing from the conclusion of the ensuing Annual General Meeting till the conclusion
of the 39th Annual General Meeting of the Company.
The Company has received consent and eligibility certificate from M/s Agarwal &
Saxena, Chartered Accountants, confirming that their appointment, if made, shall be in
accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013 read
with the applicable Rules framed thereunder.
The proposed Auditors have also confirmed that they satisfy the criteria of
independence as prescribed under the Companies Act, 2013 and the Code of Ethics issued by
the Institute of Chartered Accountants of India (“ICAI”) and that they are
not disqualified from being appointed as Statutory Auditors of the Company.
The Board recommends the resolution relating to the appointment of Statutory Auditors
for approval of the Members at the ensuing Annual General Meeting.
ii. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014, the company has
appointed M/s. L. Gupta & Associates, Company Secretaries, as Secretarial Auditor of
the Company in the AGM held on September 18, 2025 for term of five consecutive years
commencing from financial year 2025-26 till financial year 2029-30.
The Secretarial Audit Report for the FY ended 31st March 2026 is annexed to this Annual
Report as Annexure- 2 which is self- explanatory and does not contain any
qualification, reservation, disclaimer or adverse remark.
iii. INTERNAL AUDITORS
M/s. Ajay Kanjhlia, Chartered Accountants, Delhi, tendered their resignation as
Internal Auditors of the Company on January 6, 2026. M/s. Ajay Kanjhlia, Chartered
Accountants, conducted the Internal Audit of the Company for the period from April 1, 2025
to December 31, 2025.
The Internal Audit Report for the said period does not contain any qualification,
reservation, disclaimer or adverse remark. Further, the Internal Auditors have not
reported any matter under Section 143(12) of the Companies Act, 2013 and therefore, no
details are required to be disclosed under Section 134(3)(ca) of the Act.
Further, pursuant to the provisions of Section 138 of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014, the Board of Directors at its meeting held on
January 15, 2026 appointed M/s. Goyal Mittal & Associates LLP, Chartered Accountants,
as Internal Auditors of the Company for the quarter ended March 31, 2026.
The Internal Audit Report issued by M/s. Goyal Mittal & Associates LLP, Chartered
Accountants, for the said period does not contain any qualification, reservation,
disclaimer or adverse remark. Further, they have not reported any matter under Section
143(12) of the Act and therefore, no details are required to be disclosed under Section
134(3)(ca) of the Act.
17. REPORTING OF FRAUDS BY AUDITORS
During the financial year under review, the Statutory Auditors, Internal Auditor and
the Secretarial Auditor have not reported any instances of frauds committed in the Company
by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act,
therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.
18. INTERNAL FINANCIAL CONTROL
Your Company has an adequate Internal Control System commensurate with the size, scale
and complexity of its operations and well-documented procedures for various processes
which are periodically reviewed for changes warranted due to business needs.
The Audit Committee evaluates the efficiency and adequacy of financial control system
prevailing in the Company, its compliance with operating systems, accounting procedures
and policies of the Company and strives to maintain the Standards in Internal Financial
Controls. This system of internal control facilitates effective compliance of Section 138
of the Act and the Listing Regulations.
During the year under review, no reportable material weakness in the operation was
observed. Regular audit and review processes ensure that such systems are reinforced on an
ongoing basis.
19. ANNUAL RETURN
Pursuant to the provisions of section 134(3)(a) and 92(3) of the Act read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014, Annual return as on
March 31, 2026, is placed on the website of the Company at www.gfsteel.co.in
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Vigil Mechanism/Whistle Blower Policy has been put in place in accordance with
Section 177 of the Companies Act, 2013 for the Directors and Employees to report their
genuine concerns about unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct. The mechanism provides for adequate safeguards against the
victimization of Director(s) and Employee(s) who avail of the mechanism. Directors and
Employees may make protected disclosure under the policy to the Compliance Committee
constituted by the Company to administer the internal code of business conduct. In
exceptional cases, Directors and Employees have direct access to the Chairperson of the
Audit Committee. Further no personnel have been denied access to the Compliance Committee/
Chairperson of the Audit Committee, as the case may be. The details of the Vigil
Mechanism/ Whistle Blower Policy are explained in the Report on Corporate Governance and
is also made available on the website of the Company at www.gfsteel.co.in
No complaints were received under whistle blower mechanism during the year under
review.
21. REMUNERATION POLICY:
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and on
recommendation of the Nomination and Remuneration Committee, the Board framed a Policy
relating to the selection and appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration. The Policy includes criteria for determining
qualifications, positive attributes and independence of a director and other matters. The
functions of the Nomination and Remuneration Committee are disclosed in the Corporate
Governance Report, which forms part of the Annual Report.
22. PARTICULARS OF EMPLOYEES:
In accordance with the provisions of Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement containing the disclosures pertaining to remuneration and other details as
required under the Act and the above Rules, are appended to this Report as Annexure-3
The disclosures pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company during
the year under review.
23. EMPLOYEES' STOCK OPTION SCHEME
During the year under review, the Company did not have any Employees' Stock Option
Scheme, Employees' Stock Purchase Scheme or any other share-based employee benefit scheme
in force. Accordingly, the disclosure requirements prescribed under Section 62(1)(b) of
the Companies Act, 2013 read with the applicable rules thereunder are not applicable.
24. RISK MANAGEMENT:
The Company has formulated and implemented a Risk Management policy in accordance with
the provisions of the Act in order to address the business risks associated with the
Company. The Company periodically reviews the risk management practices and actions
deployed by the management with respect to the identification, impact assessment,
monitoring, and mitigation and reporting of key risks while trying to achieve its business
objectives.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SECTION 188(1) OF THE COMPANIES ACT, 2013:
All Related Party Transactions entered during the year under review were on arm's
length basis and in ordinary course of the business and none of them were material.
No material related party transactions were entered during the year under review by
your Company. Hence, accordingly disclosure as required under Section 134(3) of the
Companies Act, 2013 in Form AOC-2 is not applicable to the company.
All the RPTs were placed before the Audit Committee for its approval, and the Committee
had granted its prior approval/omnibus approvals, as the case may be, for all related
party transactions considering their nature.
26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013:
During the year under review, the Company has not made investments, advanced any loans
or provided any guarantee falling under Section 186 of the Companies Act, 2013
(“the Act”). The details of the same is provided in the Balance sheet.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the Financial Year 2025-26, no significant or material orders were passed by any
Regulators, Courts or Tribunals impacting the going concern status of the Company or
affecting its future operations.
28. MATERIAL CHANGES AND COMMITMENTS OCCURRING BETWEEN THE END OF THE FINANCIAL YEAR
AND THE DATE OF THE BOARD'S REPORT
SAR Televenture Limited, as the Acquirer, made an Open Offer for the acquisition of
equity shares of the Company in accordance with the provisions of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011, as amended. The Draft Letter of
Offer was duly approved by SEBI, and the Letter of Offer was dispatched to the
shareholders of the Company on 2nd June, 2026.
Save as stated above, there have been no material changes or commitments occurring
during the period from 31st March, 2026 up to the date of this Report.
29. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to conservation of energy and technology absorption as
required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is furnished in Annexure - 4 to this report.
There were no foreign exchange inflow and outflow during the year under review.
30. DETAILS OF PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the financial year under review, no application was made or proceedings
initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such
proceedings was pending at the end of financial year under review.
31. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the financial year ended March 31, 2026,
as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) is presented in a
separate section and forms an integral part of this Report.
32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE UNDER (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at workplace and has adopted a
policy to abide by letter and spirit requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
All the women employees either permanent, temporary or contractual are covered under the
said policy. The said policy is updated internally to all the employees of the Company. As
the Company did not employ the minimum number of employees required for constitution of an
Internal Committee under the applicable provisions of the Act during the year under
review, the requirement for constitution of an Internal Committee was not applicable.
The details relating to complaints received and disposed of under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY 2025-26
are as follows:
a. number of complaints filed during the financial year - Nil
b. number of complaints disposed of during the financial year- Nil
c. number of complaints pending as on end of the financial year.-Nil
33. Maternity Benefit Provided by the Company Under Maternity Benefit Act 1961
The Company recognizes the importance of providing a supportive and inclusive work
environment for all employees and remains committed to complying with the applicable
provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.
During the financial year under review, the provisions relating to mandatory
applicability of the Maternity Benefit Act, 1961 were not applicable to the Company
considering the number of employees employed by the Company. However, the Company remains
committed to ensuring that all statutory benefits and protections available to eligible
women employees under the said Act, including maternity leave and other related benefits,
shall be extended as and when the provisions become applicable.
As on March 31, 2026, the employee strength of the Company was as follows:
Category |
Number of Employees |
| Male |
1 |
| Female |
1 |
| Transgender |
Nil |
| Total |
2 |
The Company remains committed to fostering a fair, inclusive and legally compliant
workplace and shall continue to review its policies and practices in line with applicable
labour and employment laws.
34. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)
As per Section 135 of the Act, every company having net worth of rupees five hundred
crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees
five crore or more during the immediately preceding financial year shall constitute a
Corporate Social Responsibility Committee of the Board consisting of three or more
Directors, out of which at least one director shall be an independent director.
Your Company does not fall any criteria mentioned under section 135 of the Act.
Accordingly, the provisions relating to Corporate Social Responsibility are not applicable
to the Company for the financial year under review.
35. MAINTAINENCE OF COST RECORDS:
The maintenance of cost records as specified under Section 148(1) of the Companies Act,
2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 is not
applicable to the Company, as the business activities of the Company are not covered under
the said Rules.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and the
Company has complied with all the applicable provisions of the same during the year under
review.
37. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORTING
Pursuant to Regulation 3 and Regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, read with SEBI Circular No.
SEBI/hO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 and SEBI Circular No.
SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, the top 1,000 listed entities
based on market capitalization are required to submit a Business Responsibility and Sustainability
Report (“BRSR”) as part of their Annual Report, covering environmental, social
and governance (ESG) disclosures in the prescribed format.
Since the Company does not fall within the top 1,000 listed entities based on market
capitalization as on March 31, 2026, the requirement to submit BRSR is not applicable to
the Company for the financial year under review.
38. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under Review, there has been no one time settlement of loan taken from
banks and financial institutions.
39. STATEMENT OF DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION 32 OF SEBI
(LODR) REGULATIONS, 2015
Regulation 32 relating to Statement of Deviation(s) or Variation(s) is not applicable
to the Company during the financial year under review.
40. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining
unpaid or unclaimed for a period of seven years shall be transferred to the Investor
Education and Protection Fund (“IEPF”).
During the year under review, there was no unpaid or unclaimed dividend in the
“Unpaid Dividend Account” lying for a period of seven years from the date of
transfer of such unpaid dividend to the said account. Therefore, there were no funds which
were required to be transferred to Investor Education and Protection Fund.
41. ACKNOWLEDGEMENTS
Your directors gratefully acknowledge the support and cooperation received from various
departments of the Central and State governments, members, business associates, analysts,
banks, financial institutions, customers, distributors and suppliers, Business Partners
and other stakeholders of the Company and also convey a sense of high appreciation to all
the employees and management team of the Company for their hard work, dedication,
continued commitment and contributions.
|
For and on behalf of the Board of Directors |
|
|
For Grand Foundry Limited |
|
|
Sd/- |
Sd/- |
|
Gaurav Goyal |
Rakesh Kumar Bansal |
Place: Delhi |
Managing Director |
Whole Time Director |
Date: June 4, 2026 |
DIN: 00370681 |
DIN:00119197 |
|