The Directors present the 62^nd Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS

Your Company's performance for the financial year ending 31^st March 2023 is stated below:

2. STATE OF AFFAIRS:

There has been no change in the business of the Company during the financial year ended 31st March, 2023.

3. TRANSFER TO RESERVE

The Company has not transferred any amount to the General Reserve.

4. DIVIDEND

Your Directors have not recommended any dividend for the financial year under review.

5. SHARE CAPITAL

During the financial year 2022-23, the Authorized Share Capital of the Company remains unchanged. During the financial year, the Company has not issued any shares or equity shares with differential rights as to dividend, voting or otherwise, sweat equity shares or any equity shares under Employee Stock Option Scheme or other securities during the year under review.

The issued, subscribed and paid-up equity share capital as on March 31, 2023 was 1,00,00,000 divided into 10,00,000 equity shares of 10/- each.

The equity shares of the Company are listed on Bombay Stock Exchange (BSE).

6. OPERATION

During the year under review, your Company achieved a total income of 1.60 Lakhs as compared to Rs. 2.10 Lakhs in the previous financial year.

The Company incurred a loss after tax of Rs. 9.06 Lakhs for the year compared to the loss after tax of Rs. 18.32 Lakhs for the previous year.

Management is evaluating various propositions to improve the financial situation and is hopeful of arriving at some conclusion soon.

7. DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantee and Investments have been disclosed in the notes to financial statements.

9. SUBSIDIARY & ASSOCIATES COMPANY

During the year under review, your Company did not have any subsidiary, associate and joint venture Company.

10. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal controls to ensure that all the assets of the Company are safeguarded and are productive. Necessary checks and balances are in place to ensure that transactions are adequately authorized and reported correctly. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company on the inefficiency or inadequacy of such controls.

11. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual Report.

12. ANNUAL RETURN:

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 the Annual Return referred in sub-section (3) of Section 92 will be placed on the website of the Company https://www.indianbrightsteel.com/

13. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply to listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year. Therefore, the provisions of Corporate Governance as specified in Regulations 17, 17[A], 18, 19, 20, 21, 22, 23, 24,24[A], 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulation, 2015 are not applicable to the Company for the financial year ended March 31, 2023.

However, your Company has complied with the relevant provision of the Companies Act, 2013 and the rules thereunder with regards to formation of committees.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL DIRECTORS

Mr. Vipul Desai and Mr. Siddhartha Kumar Doshi was appointed as Additional (NonExecutive & Independent) Director with effect from 22^nd November 2022 and 06^th December 2022 respectively at the Board meeting held on the same day. The Company has received declarations from Mr. Vipul Desai and Mr. Siddhartha Kumar Doshi under Section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013. Your Directors recommend regularisation of Mr. Vipul Desai and Mr. Siddhartha Kumar Doshi by the Members at the ensuing AGM.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated October 22, 2019.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Avinash Jajodia, Director of the Company retires by rotation and being eligible offers them for reappointment at the ensuing Annual General Meeting.

Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015, brief resume of Mr. Avinash Jajodia, nature of their expertise in specific functional area and names of Companies in which he is a Director and Member/Chairperson of Committees of Board, are provided in the Notice forming part of the Annual Report.

Further, based on the confirmations received, none of the Directors are disqualified for appointment under Section 164 of the Companies Act, 2013.

Appointment and Resignation of Key Managerial Personnel

Ms. Pranali Desale was appointed as Company Secretary, Compliance Officer and Chief Financial Officer of the Company w.e.f. November 14, 2022.

Mr. Ashish Pipara, Chief Financial Officer of the company resigned from the closure of working hours on April 09, 2022

Mrs. Sonia Hitesh Jain, Company Secretary of the Company resigned from the closure of working hours of May 30, 2022.

Mr. Ashish Deora, Chief Executive Officer of the company resigned from the closure of working hours of May 30, 2023.

15. REMUNERATION TO NON-EXECUTIVE DIRECTORS:

During the financial 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/Committees of the Company.

16. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out by the Nomination & Remuneration Committee in accordance with the Board Performance Evaluation Policy of the Company through a structured evaluation process covering various aspects of the Boards functioning such as diversity in composition of the Board & Committees, its

roles & responsibilities, experience & competencies, performance of specific/ general duties & obligations, etc.

The Independent Directors were evaluated on additional criteria of independence and applicability of independent views and judgment in the decision-making process of all matters considered important.

17. AUDITORSa) STATUTORY AUDITORS

M/s. R Bhargava & Associates, Chartered Accountants (Firm Registration No. 0127887N), were appointed as the Statutory Auditor of the Company for a period of 5 consecutive years at the 60^th Annual General Meeting held on 30^th September 2021 until the conclusion of 65^th Annual General Meeting. The Company has received written consent and certificate of eligibility from the Statutory Auditors of the Company under Section 139(1) of the Act and rules framed thereunder.

b) AUDITORS' REPORT

The statutory auditors' report for the financial year 2022-23 does not contain any qualifications, reservations or adverse remarks. The auditors' report is attached to the financial statements. There are no frauds reported by the auditors of the Company under sub-section 12 of section 143 of the Companies Act, 2013 during the financial year under review. Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost records and audit thereof are not applicable to your Company.

c) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Your Board appointed M/s Ragini Chokshi & Co, Practicing Company Secretaries, to conduct a secretarial audit of the Company for the financial year ended 31^st March 2023.

The Report M/s. Ragini Chokshi & Co, Practicing Company Secretary is provided in the Annexure A forming part of this Report, pursuant to Section 204 of the Companies Act, 2013.

As regards the Secretarial Audit report the comments are as under:.

• The Company has complied with respect to the composition of Audit Committee and Nomination & Remuneration Committee and Stakeholder Relationship Committee except from April 01, 2022 to December 05, 2022.

Reply - During the period April 01, 2022 to December 05, 2022, the company was in the process of appointment of directors. The Company has complied with the composition of Audit Committee and Nomination & Remuneration Committee and Stakeholder Relationship Committee from December 06, 2022.

• The Company has complied with the provisions of Section 149(4) of the Companies Act, 2013 for having the requisite number of Independent Directors on its Board except from April 01, 2022 to December 05, 2022.

Reply - During the period April 01,2022 to December 05,2022, the company was in the process of appointment of Independent directors. The Company has complied with the provisions of Section 149(4) of the Companies Act, 2013 for having the requisite number of Independent Directors on its Board from December 06, 2022.

• The Company did not comply with the requirement of Quorum in the meetings of Audit Committee, Nomination & Remuneration Committee & Stakeholder Relationship Committee as required under Section 177 and 178 of the Companies Act, 2013 upto December 2022

Reply - During the period April 01, 2022 to December 05, 2022, the company was in the process of appointment of directors due to which the company did not comply with the requirement of Quorum in the meetings of Audit Committee, Nomination & Remuneration Committee & Stakeholder Relationship Committee as required under Section 177 and 178 of the Companies Act, 2013. The Company has complied with the composition of Audit Committee and Nomination & Remuneration Committee and Stakeholder Relationship Committee from December 06, 2022.

• The Company did not comply with the requirement of Regulations 29 (2) of SEBI(LODR), 2015 for prior intimation to stock exchange for the Financial results approved in Board meetings dated 14/11/2022.

Reply - The Company has made a delay of one day in complying with the requirement of Regulations 29 (2) of SEBI(LODR), 2015 for prior intimation to the Stock exchange for the Financial results approved in Board meetings dated 14/11/2022. The Company ensures that the Board will be more vigilant for delayed compliances.

• The Company has made a delay for intimation of disclosure of encumbered shares to Stock exchange as required under Regulations 31(4) of SEBI (SAST), 2011.

Reply: The Company ensures that the Board will be more vigilant for delayed compliances.

d) INTERNAL AUDITOR

Pursuant to provisions of Section 138 read with rules made thereunder, Ms. Gunjan Gangwal, Chartered Accountant, Membership No: 414764 was appointed as an Internal Auditors of the Company for the financial year 2022-23 to check the internal controls and functioning of the activities and recommend ways of improvement.

Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

18. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. Your Company's internal control systems and processes commensurate with scale of operations of the Business. Periodical reviews are carried out by the Internal Auditors and are subject to assessment and trial to provide reasonable assurance as to reliable information & compliance. The Board enquired from both the Statutory and Internal Auditors, whether they have reviewed the prevailing internal control systems in the Company and whether they were satisfied that the internal controls were adequate and complied with. Both of them stated that the prevailing internal control systems were adequate and were functioning satisfactorily for the year under review was apprised by the Audit Committee and noted by Board.

19. PARTICULARS OF EMPLOYEES

Disclosures 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 been annexed to this report as ‘Annexure B'.

None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.

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

The information on technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as below:

CONSERVATION OF ENERGY

The matters relating to the above are not applicable to the Company.

The Company's operations involve low energy consumption. Wherever possible, energy conservation measures are being implemented.

RESEARCH AND DEVELOPMENT

The Company has no specific Research and Development programme.

FOREIGN EXCHANGE EARNINGS/OUTGOINGS

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The meetings of the Board of Directors are scheduled well in advance and generally held at the registered office of the Company. The Board meets at least once a quarter to review the quarterly results and other items of the Agenda.

During the financial year ended on March 31, 2023, Six (6) Board Meetings were held.

The dates on which the Board Meetings were held are as follows:

30.05.2022, 11.08.2022, 14.11.2022, 22.11.2022, 06.12.2022 and 14.02.2023.

22. NUMBER OF AUDIT COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The members of the Audit Committee are financially sound and literate. During the financial year ended on March 31, 2023, Four (4) Audit Committee Meetings were held. The dates on which the Audit Committee Meetings were held are as follows:

30.05.2022, 11.08.2022, 14.11.2022 and 14.02.2023.

23. NUMBER OF NOMINATION OF REMUNERATION COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year ended on March 31, 2023, Four (4) Nomination and Remuneration Committee Meetings were held. The dates on which the Audit Committee Meetings were held are as follows: 14.11.2022, 22.11.2022, 06.12.2022 and 14.02.2023.

24. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable to the Company during the year under review.

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds that were required to be transferred to Investor Education and Protection Fund (IEPF).

26. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE

Your company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.

27. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to the provisions of Section 178 of the Act read with the Rules made thereunder, the Company has in place, a Policy on “Criteria for appointment of Directors, Key Managerial Personnel, Senior Management Employees and their remuneration.” There has been no change in the aforesaid policy during the year under review. The Policy is available on the website of the Company and can be accessed at “Nomination and Remuneration Policy”

(https://www.indianbrightsteel.com/)

28. RISK MANAGEMENT

Internal financial control system and timely review of external, operational and other risks enables the Board of your company towards identification and mitigation of the risks. The Company's approach to mitigate business risks is through periodic review and reporting mechanism to the Audit Committee and the Board and thereby maximizing returns and minimizing risks.

29. VIGIL MECHANISM

The Company has established a Vigil Mechanism Policy for the employees to report their genuine concerns or grievances. The Audit Committee of the Company oversees the Vigil Mechanism. However, no instances of fraud or other irregularities have been observed, which need to be reported to the Board/Audit Committee. The Policy is available on the website of the Company (https://www.indianbrightsteel.com/).

30. MATERIAL CHANGES, IF ANY, AFFECTING THE COMPANY:

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

31. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY

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

32. RELATED PARTY TRANSACTIONS

The contracts or arrangements made with related parties as defined under section 188 of the Companies Act, 2013 are detailed in the Financial Statement. For the year, no Related Party Transactions have occurred. Hence AOC 2 is not applicable.

33. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there have are no material departures;

b) They 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 as at 31st March, 2023 and of the profit or loss of the Company for that period;

c) They have 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;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

“Internal financial control” means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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

34. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

During the year under review and as at 31st March, 2023, no application was made or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016.

35. DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUIONS ALONG WITH THE REASONS TEHROF

During the year under review, no such one-time settlement weremade in respect of any loan taken by the Company from Banks / Financial Institutions.

36. DISCLOSURE AS PER SECRETERIAL 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.

37. ACKNOWLEDGEMENT

Your Directors acknowledges the efforts of its employees, at all levels, for their continued hardwork, dedication and commitment towards the growth of the Company. The Directors also places on record continued support of its investors, clients, vendors, bankers and financial institutions during the year under review and look forward for the same in the years to come. The Company also expresses its sincere gratitude to the Stock Exchanges, Regulatory Authorities and all the government agencies for the continued support extended during the year 2022-23.