The Board of Directors the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31,2024.

Financial Summary :

The Company's financial performances for the year under review along with previous year's figures are given hereunder : Rupees in Lakhs

COMPANY'S PERFORMANCE:

Your Company is engaged in manufacture and supply of Iron & Steel products. The company'sbranded steel products which are most vibrant, relevant, and preferred by most customers for quality at competitive prices and effective management helped the company to perform well even at the challenging market conditions.

During the year, the turnover was Rs. 38,808.03 Lakhs as against Rs. 40,220.89 Lakhs for the previous year. The profit after tax of was Rs. 260.02 Lakhs as against Rs. 949.90 Lakhs for the previous year.

DIVIDEND:

With a view to conserve the resources of the Company, no dividend has been recommended by your directors for year ended March 31,2024.

CONSOLIDATED FINANCIAL RESULTS:

The Company has no subsidiary, associate, and joint venture companies and therefore, preparation and presentation of Consolidated Financial Statements does not arise for the year ended March 31,2024.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

The Company have no subsidiaries, joint ventures, or associate companies. During the year under review no companies have become or ceased to be the subsidiaries, joint ventures or associates of the Company.

RESERVES:

For the financial year ended March 31,2024, your directors do not recommend transfer of any amount to any reserves.

MANAGEMENT DISCUSSION & ANALYSIS :

A detailed analysis of performance of the Industry and the Company is provided in the Management Discussion and Analysis Report as Annexure-I, which forms an integral part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act, 2013, your Board of Directors 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 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 safe guarding 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 laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) 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.

MEETINGS OF THE BOARD :

Five (5) Board Meetings were held during the financial year under review and the details of which are available in Report on Corporate Governance as Annexure-II. B, which forms an integral part of this Report.

DIRECTORS AND KMP:

During the financial year under review, there was no change in the Board of Directors/ KMP of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have given the declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with the Rules made thereunder and Regulation 16(1)(b) of SEBI(LODR) Regulations, 2015.

CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 34 read with point C & E of Schedule V of SEBI (LODR) Regulations, 2015, a separate Report on Corporate Governance for the financial year ended March 31,2024 along with the Auditor's Certificate on Compliance is enclosed as Annexure-II.A and is forming part of this Report.

AUDIT COMMITTEE:

The Board of Directors has an audit committee and the composition, powers, role and terms of reference of the Audit Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 read with the Rules made thereunder and Regulation 18 and 21 read with Part C of Schedule II of SEBI (LODR) Regulations, 2015.

The details of Audit Committee along with the details of the Meetings held during the financial year are given in the Corporate Governance Report that forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Sub rules (1)to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) RuIes,2014, a statement is enclosed in Annexure-III.

AUDITORS AND AUDITORS' REPORT:

M/s. Chaturvedi & Partners (FRN: 307068E), Chartered Accountants, Chennai was appointed as auditors at the 32nd AGM held on 30th September 2022 for a period of five years and their term expires with the conclusion of the 37th AGM to be held for the financial year 2026-27. The Auditors being eligible continue to hold their office for the remaining period.

For the financial year under review, there are no qualifications, reservation or adverse remark or disclaimer made by the auditors in their report and thus the explanations or comments by the Board does not arise.

COST AUDITOR:

The Board appointed M/s. Vivekanandan & Unni Associates, Cost and Management Accountants, as the Cost Auditors for the financial year 2024-25 to carry out the cost audit of Company's records and fixed a remuneration of Rs.70,000/- subject to members' approval.

LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of investments, loans and guarantees covered under the provisions of section 186 of the Companies Act, 2013 read with the rules made there under are provided in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on dealing with Related Party Transactions. The Policy is disclosed on the website of the Company. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015 during the financial year were in the ordinary course of business and on an arms' length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. However, pursuant to the provisions of Regulation 23(2) of the SEBI (LODR) Regulations, 2015, prior approval of the Audit Committee was sought for entering into the Related Party Transactions. During the financial year, the Company had not entered into any contract / arrangement /transactions with Related Parties which could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015. In accordance with Accounting Standard 18, the Related Party Transactions are disclosed in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

There were no materially significant transactions with Related Parties during the financial year 2023-24 which conflicted with the interest of the Company. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements. The Corporate Governance Report contains relevant details on the nature of Related Party Transactions (RPTs) and the policy formulated by the Board on Material RPTs. Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC -2 as Annexure-IV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO :

Details of energy conservation, technology absorption, foreign exchange earnings and outgoing accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given as Annexure-V forming part of this Report. CODEOFCONDUCT :

The Board has formulated a Code of Conduct for Directors and Senior Management Personnel of the Company. A Declaration affirming on the compliance of Code of Conduct is provided in Annexure-VI.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS :

The company has formulated an Internal controls policy. In the opinion of Board, it is adequate to mitigate risks and provided reasonable assurance that operations/transactions are efficient and assets are safeguarded.

MATERIAL CHANGES AND COMMITMENTS :

There were no material changes and commitments affecting the financial position of the Company between the end of financial year i.e., March 31, 2024 and the date of the Report i.e., 28th May 2024.

ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at www.kanishksteeIs.in

REMUNERATION POLICY:

The Remuneration policy of the Company comprising appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report.

SECRETARIAL STANDARDS:

The Company is pleased to report that during the financial year under review, the Company has complied with all the provisions of applicable Secretarial Standards i.e., the Secretarial Standard-1 for the meeting of Board of Directors and the Secretarial Standard-2 for the General Meeting of the Shareholders issued by the Institute of Companies Secretaries of India (ICSI) as per the provisions of Section 118(10) of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s.M K Madhavan & Associates, Company Secretaries, Chennai to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

There are no qualifications, reservation or adverse remark or disclaimer made by the auditors in their report and thus the explanations or comments by the Board does not arise. The Secretarial Audit Report is given as Annexure-VIII forming part of this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The company has established a vigil mechanism for directors and employees to report genuine concerns pursuant to section 177 of the Companies Act , 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and SEBI (LODR) Regulations, 2015.

DEPOSITS:

Your Company has neither accepted nor renewed any deposits from public within themeaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. 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 were carried out by Independent Directors.

Details of the same are given in the Report on Corporate Governance annexed hereto. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Section 135 of the Companies Act, 2013 mandates every Company having minimum threshold limit of net worth, turnover or net profit as prescribed to constitute a Corporate Social Responsibility Committee of the Board, formulation of a Corporate Social Responsibility Policy that shall indicate the activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013 and duly approved by the Board, fix the amount of expenditure to be incurred on the activities and monitor the CSR Policy from time to time.

Since your Company falls within the minimum threshold limits, it has constituted a CSR Committee of the Board and formulated a CSR Policy. The CSR Report, forming part of this Report, is furnished in Annexure - VIII

ANTI-SEXUAL HARASSMENT POLICY :

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. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the financial year 2023-24.

CEO/CFO CERTIFICATION:

Mr. Vishal Keyal, Chairman and Managing Director & CEO and Mr. Ashok Bohra, Chief Financial Officer have given their certification to the Board in terms of under the SEBI (LODR) Regulations, 2015.

ACKNOWLEDGMENT:

Your directors place on record a great appreciation of the fine efforts of all executives and employees of the Company which was instrumental to achieve profitability and stability of the Company for the financial year. Your directors also express their sincere thanks to various departments of Central Government, Government of Tamil Nadu, TANGEDCO, Banks, the customers, shareholders and all other stakeholders for continuing support and encouragement during the financial year and expect the same in future also.