Directors Report of Krishanveer Forge Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 35^th Annual Report on the business and operations of KRISHANVEER
FORGE LIMITED (“the Company”) along with the Audited Financial Statements for the Financial Year (“FY”) ended March
31, 2025.

1. FINANCIAL HIGHLIGHTS: (Rs. in Lakhs)

SR. NO.	PARTICULARS	FINANCIAL YEAR 2024-25	FINANCIAL YEAR 2023-24
A	Revenue from Operation	8,279.65	8,361.81
B	Other Income	96.00	63.64
C	Total Income	8,375.65	8,425.45
D	LESS: Operating Expenses	7,443.54	7,675.66
E	Profit before INTEREST, TAX, DEPRECIATION AND Exceptional items	932.11	749.79
F	Less: Exceptional Items	-	-
G	Less: depreciation and Amortization	161.35	154.68
H	less: finance cost	12.28	47.87
I	Profit before Tax	758.48	547.24
J	Less: Tax Expenses
	• Provision for Income Tax	183.92	151.31
	• Deferred Tax	10.85	(3.05)
K	Profit for the Year	563.71	398.98
L	Earnings Per Share
	• Basic	5.15	3.65
	• Diluted	5.15	3.65

The figures mentioned above are extracted from Financial Statements prepared as per the provisions of the Companies
Act, 2013 (“Act”), in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”).

2. OPERATIONS AND STATE OF AFFAIRS:

During the year under review, your Company reported revenue from operations of Rs.8,279.65 Lakhs, as against
Rs.8,361.81 lakhs in the previous financial year. While the gross revenue remained broadly stable. Considering
subdued global demand the performance of your Company is satisfactory during the year.

During the year under review, focused initiatives undertaken by the management to improve internal efficiencies and
optimize resource utilization yielded tangible benefits. Operational costs declined from Rs. 7,675.66 lakhs in FY 2023¬
24 to Rs.7,443.54 lakhs in FY 2024-25, reflecting a sustained commitment to cost rationalization, process automation,
and lean manufacturing practices. As a result, the Company''s net profit improved to Rs. 563.71 lakhs as compared to
Rs. 398.98 lakhs in the previous year, representing a year-on-year growth of 41.20%.

The Board remains focused on the continuous evaluation and rationalization of the Company''s cost structure. Several
strategic initiatives are currently underway to further enhance operational performance and drive sustainable profitability.

Your Board is pleased to report that the affairs of the Company are being managed in a responsible, transparent, and
compliant manner. All statutory and regulatory obligations under the Companies Act, 2013, SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, and other applicable laws have been duly complied with during the
year.

A more detailed discussion on the industry outlook, risks, opportunities, and strategic direction of the Company is
provided in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the
SEBI (LODR) Regulations, 2015”), is separately set out and forms part of this Report as Annexure F.

3. DIVIDEND:

In view of the improved financial performance of the Company during the year and after consideration of the earnings,
cash flows, and overall financial position, the Board of Directors are pleased to recommend a final dividend of Rs. 2.50
(Rupees Two and Fifty Paise only) per fully paid-up equity share of face value Rs. 10/- each, representing 25% of the
nominal value, for the financial year ended March 31, 2025.

The recommended dividend, subject to the approval of the Members at the ensuing Annual General Meeting (“AGM”),
will be paid to those Members whose names appear in the Register of Members of the Company as on the record date.

If approved by the Members at the AGM, the total outflow on account of the final dividend will amount to Rs. 2,73,48,500
(Rupees Two Crores Seventy-Three Lakhs Forty-Eight Thousand Five Hundred only) and shall be paid out of profits for
the financial year 2024-25.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to any specific reserve during the Financial Year ended March 31,2025.
The closing balance of the retained earnings of your Company as on 31^st March 2025, after necessary provisions in
the Statement of Profit and Loss a sum of Rs. 2,923.85 Lakhs has been carried forward as the Balance in Retained
Earnings, (Previous year Rs. 2,582.65 Lakhs).

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the Company''s Business during the Financial Year ended March 31, 2025.

6. SHARE CAPITAL:

There was no change in either the authorized or paid-up share capital of the Company during the year under review.

The current Authorized Capital of the Company is Rs. 13,25,00,000/- divided into 1,25,00,000 Equity shares of Rs. 10/-
each and 7,50,000 4% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each. The Paid-up Capital of the
Company is Rs. 10,93,94,000/- divided into 1,09,39,400 Equity Shares of Rs. 10/- each.

7. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of sub-section (31)
of Section 2 and Section 73 and 74 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of
Deposits) Rules, 2014. As on March 31, 2025, there were no deposits lying unpaid or unclaimed.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the Financial Year under review with related
parties were at an arm''s length price and in the ordinary course of business. Such transactions form part of the notes to
the Financial Statements provided in this Annual Report. Prior omnibus approval of the Audit Committee is obtained for
the all Related Party Transactions (RPTs) which are repetitive in nature or when the need for these transactions cannot
be foreseen in advance. Further, the Company has procured requisite approval from the members in the 34th AGM of
the Company for entering into Material Related Party Transactions with related parties pursuant to the provisions of
Regulation 23 of the SEBI (LODR) Regulations, 2015 as amended from time to time.

On a quarterly basis, details of RPTs are placed before the Audit Committee for its noting/review. The Company has
also disclosed a report on the related party transaction to the BSE Limited for the half year ended September 30,
2024, as required under the SEBI (LODR) Regulations, 2015. The said reports are also available on the website of the
Company www.kvforge.com.

The information for related party transactions as required under Rule 8(2) of the Companies (Accounts) Rules, 2014
in prescribed Form AOC-2 is enclosed as ''Annexure A'' to this Report. Your attention is drawn to the Related Party
disclosures set out in Note No. 42, of the Standalone Financial Statements.

The Company has already adopted a Policy for dealing with Related Party Transactions which is subject to review
and revision by the Audit Committee and Board from time to time. The revised and updated policy on Related Party
Transactions as recommended by the Audit Committee and approved by the Board has been displayed on the
Company''s website at https://kvforge.com/wp-content/uploads/2023/04/KVF-Related-Party-Transaction-Policy.pdf.

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

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

10. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any subsidiary, joint venture and /or associate company during the year under review.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the financial year under review, the Company has not granted any loans or given guarantees or provided any
securities falling within the purview of Section 186 of the Companies Act, 2013.

However, the Company has made investments in units of ICICI Prudential Liquid Fund - Direct (Mutual Fund). As on
March 31, 2025, the aggregate amount of such investment stood at Rs.1,169.95 lakhs (Previous Year: Nil). The said
investment has been made out of the Company''s surplus funds and remains within the limits prescribed under Section
186 of the Act accordingly, no prior approval of the Members was required for the same.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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

13. INTERNAL FINANCIAL CONTROLS:

The Company has established a robust framework for Internal Financial Controls (IFC), which is commensurate with
the size, scale, and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct
of business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial
information.

The Board of Directors is responsible for ensuring that the Company has in place adequate internal financial controls
with reference to the financial statements. The Board also periodically reviews the effectiveness of such controls,
covering financial, operational, and compliance-related aspects.

During the year under review, the internal financial controls were evaluated and tested. Based on the assessment
carried out and the reports submitted by the internal auditors, no material weakness in the design or operation of such
controls was observed. The internal financial controls were found to be adequate and operating effectively throughout
the financial year ended March 31,2025.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

During the year, the Company has an optimum combination of Executive as well as Non-Executive Directors in
compliance with Regulation 17 of the SEBI (LODR) Regulations, 2015 as amended from time to time.

BOARD OF DIRECTORS OF THE COMPANY AS ON MARCH 31, 2025:

Sr. No.	Name	Designation	Category
1	Mr. Arun Jindal	Chairman	Non-Executive, Non-Independent
2	Mr. Nitin Rajore	Whole Time Director	Executive Director
3	Mr. Ratanlal Goel	Non-Executive Director	Non-Executive, Independent
4	Ms. Sudha Santhanam	Non-Executive Director	Non-Executive, Independent (Woman)

During the year under review, there was no change in the composition of the Board of the Company.

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management
Personnel

Pursuant to the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board of Directors has adopted a comprehensive Nomination and
Remuneration Policy. This policy governs the appointment and remuneration of Directors, Key Managerial Personnel,
and Senior Management Personnel of the Company.

The Policy sets forth the criteria for determining the qualifications, positive attributes, independence, and remuneration
of Directors, Key Managerial Personnel, and Senior Management Personnel, thereby ensuring a structured and
transparent framework for their selection and compensation.

The detailed Nomination and Remuneration Policy of the Company is available on the Company''s website and can be
accessed at the following web link: https://kvforge.com/wp-content/uploads/2023/04/KVF-Remuneration-Policy.pdf

RE-APPOINTMENTS:

• Director liable to retire by rotation:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 read with applicable
rules as amended from time to time, Mr. Arun Jindal (DIN:00121523), Non-Executive, Non-Independent Director,
being longest in the office is liable to retire by rotation at the ensuing AGM, and being eligible, offers himself for the
reappointment. Based on performance evaluation and the recommendation of the Nomination and Remuneration
Committee, the Board recommends his reappointment to the members. Brief details as required under Secretarial
Standard-2 and Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the AGM.

KEY MANAGERIAL PERSONNEL:

In terms of section 203 of the Act, following are the Key Managerial Personnel of the Company:

Sr. No.	Name	Designation
1	Mr. Nitin Rajore	Whole Time Director
2	Mr. Viralkumar Shah	Chief Financial Officer
3	Mr. Mahendra Samdole	Company Secretary & Compliance Officer

During the year under review, the following changes occurred in the Key Managerial Personnel of the Company in
accordance with the provisions of the Companies Act, 2013 and applicable regulations:

Ms. Shilpa Soni, Company Secretary and Compliance Officer, resigned from her position with effect from the close of
business hours on October 09, 2024.

Thereafter, the Board of Directors, at its meeting held on November 09, 2024, approved the appointment of Mr.
Mahendra Samdole as the Company Secretary and Compliance Officer of the Company with effect from the same date.

The Company has duly filed all necessary forms, returns, and intimations with the Ministry of Corporate Affairs and the
Stock Exchange(s), in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, to give effect to the aforementioned changes.

15. DETAILS OF BOARD MEETINGS:

During the financial year ended March 31, 2025, the Board of Directors met four (4) times on the following dates: May
17, 2024; August 09, 2024; November 09, 2024; and February 07, 2025.

The interval between any two consecutive meetings of the Board was within the time limit prescribed under the
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

Further details regarding the Board meetings, including the number of meetings attended by each Director, are provided
in the Corporate Governance Report, which forms an integral part of this Annual Report.

16. COMMITTEES OF THE BOARD:

As of March 31, 2025, the Board had the following Statutory Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the
Report on Corporate Governance, which forms part of this Annual Report. The same are in compliance with the
requirements as mandated by the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

17. DECLARATION BY INDEPENDENT DIRECTORS:

During the year under review, the Company has received necessary declarations from the Independent Directors as
required under Section 149(7) of the Act and Regulation 25(8) of the SEBI (LODR) Regulations, 2015, that:

1. They meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1) (b) of the
SEBI (LODR) Regulations, 2015 as amended from time to time. There has been no change in the circumstances
affecting their status as an Independent Director during the year.

Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the
Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of
attending meetings of the Company.

2. They have registered their names in the Independent Directors'' Databank.

The Board believes that the Independent Directors of the Company possess requisite qualifications, experience,
expertise and proficiency and they hold the highest standards of integrity.

18. INDEPENDENT DIRECTORS'' MEETING

In accordance with the provisions of Section 149(8) read with Schedule IV of the Companies Act, 2013 and Regulation
25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the
Independent Directors of the Company was held on March 05, 2025, without the presence of Non-Independent Directors
and members of the management.

At the said meeting, the Independent Directors, inter alia, reviewed the performance of Non-Independent Directors,
the functioning of the Board and its Committees, and the overall performance of the Chairperson of the Company. The
assessment was carried out taking into account the views of the Whole-time Directors and other members of the Board.

The Independent Directors also evaluated the quality, quantity, and timeliness of the flow of information between the
management and the Board, which is essential for the Board to effectively discharge its functions and responsibilities.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In accordance with the requirements of the Companies Act, 2013 and Regulation 25(7) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for its
Independent Directors.

The objective of the programme is to enable the Independent Directors to gain a comprehensive understanding of the
industry landscape, the macroeconomic and regulatory environment in which the Company operates, the business
model, and the Company''s operational and financial performance. The programme is also designed to keep the
Directors informed about significant developments, strategic priorities, and emerging issues relevant to the Company
and its operations, thereby facilitating informed and timely decision-making.

In addition, the familiarization programme provides guidance on the roles, responsibilities, rights, and duties of
Directors under various applicable laws and governance frameworks to help them effectively discharge their fiduciary
and statutory obligations.

The details of the familiarization programme imparted to the Independent Directors are available on the Company''s
website and can be accessed at the following link: https://kvforge.com/wp-content/uploads/2023/04/KVF-Familarization.
pdf

20. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, read with the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India, the Company has carried out a formal annual evaluation of the performance of the Board
as a whole, its Committees, and individual Directors (including the Chairperson).

The evaluation process was conducted through a structured mechanism, which included assessment of various aspects
such as the composition and diversity of the Board, effectiveness of its functioning, contribution of individual Directors,
and the functioning of Board Committees. The criteria for evaluation were aligned with the guidance prescribed under
applicable regulatory frameworks.

The manner in which the evaluation was carried out has been detailed in the Corporate Governance Report, which
forms an integral part of this Annual Report.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors reviewed and

discussed the performance of the Board, its Committees, and individual Directors. The Board expressed its overall
satisfaction with the outcome of the evaluation and the functioning of the governance structures in place.

21. COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, AND INDEPENDENCE OF A DIRECTOR:

In accordance with the provisions of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Board
of Directors, on the recommendation of the Nomination and Remuneration Committee (“NRC”), has formulated and
adopted a comprehensive Policy on Appointment and Remuneration of Directors and Key Managerial Personnel
(“Remuneration Policy”).

The said policy outlines the criteria for determining the qualifications, positive attributes, and independence of Directors,
as well as guiding principles relating to the appointment, removal, and remuneration of Directors, Key Managerial
Personnel, and Senior Management. It aims to ensure that the Company attracts and retains competent leadership and
aligns the remuneration structure with industry standards and the Company''s long-term objectives.

The Remuneration Policy also serves as a reference for the NRC in identifying individuals who are qualified to become
Directors and assessing their suitability based on defined competencies, diversity considerations, professional
background, and personal integrity. The policy is performance-oriented and is designed to reward achievements and
contributions, while remaining in consonance with prevailing industry practices and applicable regulatory guidelines.
The detailed Remuneration Policy is available on the Company''s website at: https://kvforge.com/wp-content/
uploads/2023/04/KVF-Remuneration-Policy.pdf

Further, disclosures relating to the Remuneration Policy and its implementation have been provided in the Corporate
Governance Report, which forms an integral part of this Annual Report.

The Board affirms that the remuneration paid to the Directors during the financial year under review is in accordance
with the terms and parameters set out in the Remuneration Policy.

22. BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and the SEBI Listing
Regulations are provided in this report.

23. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2) of the Act does not apply as the company was not
required to transfer any amount or shares to the Investor Education Protection Fund (IEPF) established by the Central
Government of India.

24. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the highest standards of corporate governance by ensuring transparency,
integrity, and accountability in all its business dealings and decision-making processes. The Company has established
a robust corporate governance framework that fosters ethical conduct, ensures compliance with applicable laws and
regulations, upholds the rights of shareholders, and strengthens risk management and internal control systems.

The Board of Directors assumes a central role in overseeing the corporate governance practices of the Company and
acts in a manner that promotes the best interests of the Company and its stakeholders.

During the year under review, the Company has complied with all the mandatory requirements prescribed under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Quarterly compliance reports on corporate
governance, as required under the said Regulations, have been duly submitted to BSE Limited and are also available
on the Company''s website at www.kvforge.com.

In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate Report on Corporate Governance forms part of this Annual Report. The said report
is accompanied by a certificate issued by the Secretarial Auditors of the Company confirming compliance with the
conditions of corporate governance, which is annexed to the Corporate Governance Report.

25. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the draft Annual Return for the Financial Year ended
March 31, 2025, is placed on the Company''s website https://kvforge.com/media/KVF_Draft-Form_MGT_7_2025_
Website.pdf. The Annual Return will be updated after the conclusion of the Annual General Meeting and after filing with
the Ministry of Corporate Affairs (MCA), in compliance with the applicable statutory requirements.

26. AUDITORS:

a. Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder,
M/s. Gokhale Tanksale & Ghatpande, Chartered Accountants, Pune (Firm Registration No. 103277W), were
appointed as the Statutory Auditors of the Company for a consecutive term of five years. Their appointment was
made to hold office from the conclusion of the 32nd Annual General Meeting held on August 19, 2022 until the
conclusion of 37th Annual General Meeting of the Company to be held in the year 2027, on such remuneration as
may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

Pursuant to the requirements of Sections 139 and 141 of the Companies Act, 2013 and the relevant Rules,
the Company has received a certificate from the Statutory Auditors confirming, inter alia, that their appointment
remains within the limits prescribed under the Act, complies with the terms of their engagement, and that they are
not disqualified from continuing in office under the applicable legal provisions.

The Independent Auditors'' Report on the financial statements of the Company for the financial year 2024-2025 is
unmodified and does not contain any qualifications, reservations, or adverse remarks. The observations made by
the Statutory Auditors in their Report are self-explanatory and do not call for any further comments from the Board
of Directors.

The Auditor''s Report is annexed to and forms an integral part of the financial statements included in this Annual
Report.

b. Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors appointed CS Satish Patil, Practicing Company Secretary, Pune (Proprietor
of M/s. Satish Patil & Associates, Company Secretaries) for conducting the Secretarial Audit of the Company for
the Financial Year 2024-2025.

The Report of the Secretarial Audit is annexed herewith as an ''Annexure B'' to this Report.

In compliance with the provisions of Section 204 and other applicable provisions of the Act, read with Rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and pursuant to
regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of
Directors of the Company, at their meeting held on May 17, 2025, have approved and recommended to the
members of the Company for their consideration and approval the appointment of M/s. Satish & Satish, Practicing
Company Secretaries, Pune (UIN:P2024MH99700 and Peer Review No.: 6423/ 2025), as a Secretarial Auditor
of the Company at the ensuing 35th Annual General Meeting of the members of the Company, for a term of 5
consecutive years, to conduct the Secretarial Audit of five consecutive financial years commencing from 1st April,
2025 to 31st March, 2030.

The Company has obtained consent and eligibility letter from the firm, confirming its compliance with the eligibility
criteria prescribed under the Act and SEBI LODR Regulations. The firm holds a valid Peer Review Certificate
issued by the Institute of Company Secretaries of India (ICSI). They have also confirmed that they are not
disqualified from being appointed and have no conflict of interest with respect to Secretarial Audit. Further, they
have declared that they have not undertaken any prohibited non-secretarial audit assignments for the Company,
in compliance with Section 204 of the Act and the rules made thereunder, read with Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions. Further,
the firm has the necessary qualifications, expertise, and experience to carry out the Secretarial Audit and to issue
the Annual Secretarial Compliance Report in accordance with applicable laws.

Further, pursuant to SEBI (LODR) Regulations, 2015 read with SEBI circular No. LIST/ COMP/14/2018 dated
June 20, 2018, a certificate from the Practicing Company Secretary is required to be obtained, confirming 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 SEBI / Ministry of Corporate Affairs or any such statutory authority is
required to be annexed to Corporate Governance Report.

c. Internal Auditors:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder,
the Board of Directors, based on the recommendation of the Audit Committee, had appointed M/s. G R Patel &
Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2024-25.

The Internal Auditors were entrusted with responsibilities in line with the terms of reference approved by the Audit

Committee. Their scope of work included evaluating the adequacy, effectiveness, and efficiency of the internal
control systems, adherence to internal policies, accounting systems, and operational procedures, as well as
compliance with applicable laws and regulations.

During the year under review, the Internal Auditors conducted periodic audits and submitted their reports to the
Audit Committee. Based on their evaluations, the Internal Auditors expressed satisfaction with the Company''s
internal control mechanisms and did not report any material weaknesses.

Further, at its meeting held on May 17, 2025, the Board of Directors, upon the recommendation of the Audit
Committee, re-appointed M/s. G R Patel & Associates, Chartered Accountants, as the Internal Auditors of the
Company for the financial year 2025-26.

The appointed firm possesses the necessary qualifications, and industry experience to undertake the internal
audit function in accordance with applicable statutory requirements and best practices.

d. Cost Records:

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with Rule 4 of the Companies
(Cost Records and Audit) Rules, 2014, the Company is classified under the category of Non-Regulated Sectors.
As such, the Company is exempt from the requirements of Cost Audit under the said provisions of the Companies
Act, 2013. Consequently, the appointment of Cost Auditors is not applicable for the Financial Year 2024-2025.

However, in compliance with the provisions of Section 148 of the Act, read with Rule 3 of the Companies (Cost
Records and Audit) Rules, 2014, the Company is mandated to maintain cost records. We wish to inform the
Members that the Company has duly maintained the required cost records for the financial year 2024-2025, in
accordance with the statutory requirements.

27. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any
instances of fraud committed against the Company by its officers or employees to the Audit Committee or to the Board
of Directors under Section 143(12) of the Act and the rules made thereunder.

28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, Internal Auditors in their
report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their audit report for
the year ended March 31,2025 except to the following instances:

I. The Company had filed certain e-forms with the Registrar of Companies, Pune, with a delay.

Explanation by the Board: The Company encountered unforeseen technical issues for filing the forms, which
resulted in a delay in the submission of certain e-forms with the Registrar of Companies, Pune. However, all other
required filings have been duly completed in time.

II. The Company submitted the disclosure of Related Party Transactions pursuant to Regulation 23(9) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, to BSE Limited with a delay of approximately
14 hours beyond the prescribed timeline, which, as informed by the management, was caused by unforeseen
connectivity issues at the time of submission.

Explanation by the Board: The delay was caused by unforeseen connectivity issues at the time of submission
and the same has been filed within 24 hours of publication of financial results.

29. RISK MANAGEMENT:

The Company has implemented a comprehensive and structured Risk Management Framework aimed at identifying,
assessing, and effectively mitigating risks. The Audit Committee plays a pivotal role in overseeing the financial risks and
associated controls.

The risks identified by the businesses are systematically evaluated and addressed through ongoing mitigation
strategies. The Company continuously monitors these risks to ensure that appropriate action is taken to manage them
in a proactive manner.

Further details regarding the Company''s risk management framework, including the specific risk assessment processes,
are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Information required under Section 197(12) of the Act read with Rule 5(2)(i) to (iii) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not provided herein, since there are no employees who have
received remuneration in excess of the limits prescribed therein.

The statement containing the information required pursuant to Section 197 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel), Rules, 2014 in respect of employees of the Company and
Directors forms part of this Report and is annexed herewith as an ''Annexure C''.

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

The particulars relating to the conservation of energy, technology absorption, foreign exchange earnings and outgo, as
required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014
forms part of this Report and is annexed herewith as ''Annexure D''.

32. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all applicable provisions of the Secretarial Standard-1
and Secretarial Standard-2 issued by The Institute of Company Secretaries of India.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board of Directors acknowledges the Company''s broader social obligations that extend beyond the objective
of profit generation. The Board is fully committed to actively contributing to the socio-economic well-being of the
communities and societies in which the Company operates. In this regard, the Board oversees and regularly evaluates
the CSR initiatives to ensure their alignment with the Company''s core values and strategic social objectives.

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company has duly formulated and
adopted a comprehensive Corporate Social Responsibility (CSR) Policy, which is available on the Company''s website
at https://kvforge.com/wp-content/uploads/2023/04/KVF-Corporate-Social-Responsibility-Policy.pdf.

For the financial year 2024-25, the provisions of Section 135 of the Companies Act, 2013 were applicable to the
Company. The Company has therefore allocated and spent the requisite amount on CSR activities in full compliance
with the objectives enumerated in Schedule VII of the Act. A detailed report on the CSR initiatives undertaken during
the year is annexed as ''Annexure E'' to this Report.

34. VIGIL MECHANISM/ WHISTLEBLOWER POLICY:

In accordance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has established a Vigil Mechanism/ Whistleblower Policy. This policy provides a formal avenue
for the Directors and employees of the Company to report any genuine concerns or grievances related to unethical
behavior, actual or suspected fraud, or violations of the Company''s Code of Conduct or Ethics.

The policy ensures adequate safeguards for Directors and employees who avail of this mechanism, protecting them
from victimization. It further provides for direct access to the Chairman of the Audit Committee. The Audit Committee
is entrusted with the responsibility of overseeing the vigil mechanism. During the year under review, no individual was
denied access to the Audit Committee, and the Company is pleased to report that no complaints or whistleblower
activities were raised during the financial year.

The Vigil Mechanism / Whistleblower Policy adopted by the Company is available on the Company''s website at https://
kvforge.com/wp-content/uploads/2023/04/KVF-Whistle-Blower-Policy.pdf.

35. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, and the rules framed thereunder, the Company has adopted a comprehensive policy for the
prevention, prohibition, and redressal of sexual harassment at the workplace. In line with this policy, the Company has
constituted an Internal Complaints Committee to address and resolve any complaints related to sexual harassment.
The primary objective of the policy is to provide a safe and secure working environment for all employees, free from any
form of discrimination, harassment, or retaliation. It ensures that employees are protected from any incidents of sexual
harassment, and provides a structured and confidential process for the redressal of such complaints.

We are pleased to report that during the financial year 2024-25, the Company did not receive any complaints related to
sexual harassment.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR:

During the financial year under review, the Company has neither made any application nor is there any proceeding
pending against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016, as of March 31,
2025.

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

During the financial year under review, the Company has not entered into any one-time settlement with its banks
or financial institutions. Consequently, the issue of any difference between the valuation at the time of a one-time
settlement and the valuation done while availing loans from the banks or financial institutions does not arise.

38. GREEN INITIATIVE

The Board of Directors would like to bring to the esteemed attention of the members the provisions of Section 20 of the
Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, Listing Regulations
as amended from time to time. These provisions permit paperless compliance and the service of notices/documents,
including the Annual Report, through electronic means. In line with this, the Company has electronically dispatched the
Annual Report and the Notice of the Annual General Meeting to all members whose email addresses are registered with
the Company or the respective Depository Participants.

As part of our continued commitment to environmental sustainability, we kindly encourage members who have not yet
registered their email addresses to do so. Members holding shares in electronic form are requested to update their email
addresses with their respective Depository Participants and/or with the Company to enable seamless communication
and support this green initiative.

39. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Act with respect to the Directors'' Responsibility
Statement, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

ii. that 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
at the end of the financial year March 31, 2025, and of the profit of the Company for that period;

iii. that they 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. that they have prepared the annual accounts on going concern basis;

v. that 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; and

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

40. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the continued guidance, support, and assistance received from
the Government, Statutory Authorities, and Banks. The Board also extends its thanks to all esteemed shareholders,
customers, vendors, and other stakeholders for their unwavering faith, trust, and confidence in the Company.

Further, the Directors wish to place on record their deep appreciation for the dedicated efforts, commitment, and
valuable contributions made by employees across all levels. Their hard work and perseverance have been instrumental
in driving the Company''s sustained growth and success.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF
KRISHANVEER FORGE LIMITED

SD/- SD/-

ARUN JINDAL NITIN RAJORE

CHAIRMAN WHOLE TIME DIRECTOR

DIN:00121523 DIN:01802633

PLACE: PUNE
DATE: MAY 17, 2025

---

Mar 31, 2024

Your directors take pleasure in presenting the 34^th Annual Report on the business and operations of KRISHANVEER FORGE LIMITED (Formerly Known as Rajkumar Forge Limited) (“the Company”) along with the Audited Financial Statements for the financial year (“FY”) ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS: (Rs. in Lakhs)

Sr. No.	Particulars	Financial Year 2023-24	Financial Year 2022-23
a	Revenue from Operation	8,361.81	8,090.86
b	Other Income	63.64	60.76
c	Total Income	8,425.45	8,151.62
d	Less: Expenses (Excluding F, G & H)	7,675.66	7,691.95
e	Profit for the year before Interest, Tax, Depreciation and Exceptional items	749.79	459.67
f	Less: Exceptional Items	-	-
g	Less: depreciation and Amortization	154.68	162.00
h	less: finance cost	47.87	93.54
i	Profit before Tax	547.24	204.13
j	Less: Tax Expenses • Provision for Income Tax • Deferred Tax	151.31 (3.05)	33.34 6.33
k	Profit for the Year	398.98	164.45
l	Earnings Per Share
	• Basic	3.65	1.50
	• Diluted	3.65	1.50

Notes :

1. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/rearranged wherever necessary.

The figures mentioned above are extracted from Financial Statements prepared as per the provisions of the Companies Act, 2013 (“Act”), in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

2. OPERATIONS AND STATE OF AFFAIRS:

During the financial year ended March 31, 2024, the Company''s revenue from operation stood at Rs. 8,361.81 lakhs as compared to the last year of Rs. 8,090.86 Lakhs. However, the operational costs have come down from Rs. 7,691.95 Lakhs to Rs. 7,675.66 Lakhs compared to the previous year, with continuous efforts of the management and improvements in the operational environment. Consequently, the profit for the year improved from Rs. 164.45 lakhs to Rs. 398.98 lakhs compared to the previous year.

During the financial year, the improvement in profitability mainly contributed by correction in prices of raw materials and consumables. Company has partially passed on the price impact of raw materials prices to the customers.

The revenue growth indicates that the Company''s products continue to find market demand and acceptance in the form of repeat and new orders.

Your Board is constantly in the process of analyzing and optimizing the cost structure, exploring opportunities for efficiency improvements, negotiating with suppliers for better pricing and implementing long to medium- term purchase strategies for better and reduced material costs, cost reduction and implementing strategies to come up with a revised pricing structure for its products and to insulate it to the extent possible from higher input costs.

Your Board is also pleased to inform you that the affairs of the Company are functioning smoothly and appropriately in compliance with all the applicable laws and regulations.

The outlook of the business has been discussed in detail in the Management Discussion and Analysis which forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI (LODR) Regulations, 2015”), is separately set out and forms part of this Report.

3. ‘DIVIDEND:

After considering earnings and the overall financial position of the Company, the Board is pleased to recommend the declaration of a final dividend of Rs. 2/- per fully paid-up Equity Share of the face value of Rs. 10/- each (i.e.@20%) for the financial year 2023-24, subject to the approval of shareholders at the ensuing Annual General Meeting. The dividend will be paid out of the profits of the year.

The said dividend, if approved by the Members at the ensuing Annual General Meeting (''the AGM'') will be paid to those Members whose name appears on the register of Members of the Company as at the end of Friday, September 06, 2024. The said dividend, if approved by the Members, would involve a cash outflow of Rs. 2,18,78,800/-.

Record Date

The Company has fixed Friday, September 06, 2024, as the “Record Date” to determine the entitlement of Members to receive dividends for financial year 2023-24.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to any specific reserve during the financial year ended March 31, 2024. The closing balance of the retained earnings of your Company for the FY 2023-24, after necessary provisions in the Statement of Profit and Loss a sum of Rs 398.98 Lakhs has been carried forward as the Balance in Profit and Loss Account, (Previous year 164.45 Lakhs).

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the Company''s Business during the financial year ended March 31, 2024.

6. SHARE CAPITAL:

There was no change in the authorized as well as paid-up share capital of the Company during the year under review.

The current Authorized Capital of the Company is Rs. 13,25,00,000/- divided into 1,25,00,000 Equity shares of Rs. 10/-each and 7,50,000 4% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each and Paid-up Capital of the Company is Rs. 10,93,94,000/- divided into 1,09,39,400 Equity Shares of Rs. 10/- each.

7. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public within the meaning of sub-section (31) of Section 2 and Section 73 and 74 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there were no deposits lying unpaid or unclaimed.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the financial year under review with related parties were at an arm''s length price basis and in the ordinary course of business. Such transactions form part of the notes to the financial statements provided in this Annual Report. All Related Party Transactions (“RPTs”) are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the RPTs which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. Further, the Company has procured requisite approval from the members in the 32^nd AGM of the Company for entering into Material Related Party Transactions with related parties pursuant to the provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015 as amended from time to time for a period of 5 years.

* Note: Dividend on Equity Shares is recommended by the Board of Directors for the year ended 31^s March 2024, in their Meeting held on August 09, 2024 and the Directors Report dated 17^th May 2024 was modified to that extent.

On a quarterly basis, details of RPTs are placed before the audit committee for its noting/review. The Company has also disclosed a report on the related party transaction to the BSE for the half year ended September 30, 2023, and March 31, 2024, as required under the SEBI (LODR) Regulations, 2015. The said reports are also available on the website of the Company www.kvforge.com.

The information for related party transactions as required under Rule 8(2) of the Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is enclosed as ''Annexure A'' to this Report. Your attention is drawn to the Related Party disclosures set out in Note No. 39, of the Standalone Financial Statements.

The Company has already adopted a Policy for dealing with Related Party Transactions which is subject to review and revision by the Audit Committee and Board. The revised and updated policy on Related Party Transactions as approved by the Board has been displayed on the Company''s website at https://kvforge.com/wp-content/uploads/2023/04/KVF-Related-Party-Transaction-Policy.pdf.

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

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

10. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any subsidiary, joint venture and /or associate company during the year under review.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no loans, guarantees and investments made by the Company under Section 186 of the Act during the period under review.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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

13. INTERNAL FINANCIAL CONTROLS:

The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to the Financial Statements and were operating effectively. The Board is accountable for evaluating and approving the effectiveness of the internal controls, including financial, operational and compliance controls.

It also ensures the orderly efficient conduct of its business, including adherence to Company''s policies, the safe guarding of its assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information during the year, such controls were tested and no material weakness in the operations were observed.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

During the year, the Company has an optimum combination of Executive as well as Non-Executive Directors in compliance with Regulation 17 of the SEBI (LODR) Regulations, 2015 as amended from time to time.

BOARD OF DIRECTORS OF THE COMPANY AS ON MARCH 31, 2024:

Sr. No.	Name	Designation	Category
1	Mr. Arun Krishankumar Jindal	Chairman	Non-Executive, Non-Independent
2	Mr. Nitin Shyam Rajore	Whole Time Director	Executive Director
3	Mr. Ratanlal Tikaram Goel	Non-Executive Director	Non-Executive, Independent
4	Ms. Sudha Santhanam	Non-Executive Director	Non-Executive, Independent (Woman)

During the year under review, there was no change in the composition of the Board of the Company.

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub-section (3) of Section 178 of the Act and SEBI (LODR) Regulations, 2015 dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The Nomination and Remuneration Policy of the Company is hosted on the Company''s website under the web link www. kvforge.com.

RE-APPOINTMENTS:

• Director liable to retire by rotation:

Pursuant to Section 149, 152 and other applicable provisions of the Act, read with applicable rules as amended from time to time, Mr. Nitin Shyam Rajore (DIN: 01802633), Whole Time Director, being longest in the office is liable to retire by rotation at the ensuing AGM, and being eligible, offers himself for the reappointment. Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment to the members. Brief details as required under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the AGM.

KEY MANAGERIAL PERSONNEL:

In terms of section 203 of the Companies Act, the following are the Key Managerial Personnel of the Company:

Sr. No.	Name	Designation
1	Mr. Nitin Rajore	Whole Time Director
2	Mr. Viralkumar Shah	Chief Financial Officer
3	Ms. Shilpa Soni	Company Secretary & Compliance Officer

During the year under review:

• CS Harshal Kher resigned as the Company Secretary & Compliance Officer of the Company w.e.f the closing hours of October 28, 2023, and CS Shilpa Soni was appointed as the Company Secretary & Compliance Officer of the Company w.e.f November 10, 2023.

The Company has furnished necessary information/intimations/returns/forms as required under the Act and the SEBI (LODR) Regulations, 2015 to give effect to the aforesaid changes.

15. DETAILS OF BOARD MEETINGS:

Four (4) meetings of the Board of Directors of the Company were held during the financial year under review, on May 19, 2023, August 11, 2023, November 10, 2023, and February 09, 2024. The other details are also available in a separate section under the Corporate Governance Report forming part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 / Companies Act, 2013. The details of the Board meetings and attendance of each Director thereat are provided in the Corporate Governance Report forming part of the Annual Report.

16. COMMITTEES OF THE BOARD:

As of March 31, 2024, the Board had the following Statutory Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. The same are in compliance with the requirements as mandated by the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

17. DECLARATION BY INDEPENDENT DIRECTORS:

During the year under review, the Company has received necessary declarations from the Independent Directors as required under Section 149(7) of the Act and Regulation 25(8) of the SEBI (LODR) Regulations, 2015, that:

1. They meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015 as amended from time to time. There has been no change in the circumstances affecting their status as an Independent Director during the year.

Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

2. They have registered their names in the Independent Directors'' Databank.

The Board believes that the Independent Directors of the Company possess requisite qualifications, experience, expertise and proficiency and they hold the highest standards of integrity.

18. INDEPENDENT DIRECTORS'' MEETING

The Independent Directors met on March 20, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairperson of your Company, taking into account the views of Whole-time Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, and significant developments so as to enable them to make well-informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The details of the training and familiarization program conducted by the Company are hosted on the Company''s website under the web link https://kvforge.com/wp-content/uploads/2023/04/KVF-Familarization.pdf

20. FORMAL ANNUAL EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and SEBI (LODR) Regulations, 2015 read with Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The manner in which the evaluation has been carried out has also been explained in the Corporate Governance Report, which forms a part of this Annual Report.

The Nomination and Remuneration Committee of the Company and the Board of Directors reviewed the performance of the Board, individual Directors as well as Committees thereof, and expressed their satisfaction towards the same.

21. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company''s website under the web link https://kvforge.com/wp-content/uploads/2023/04/KVF-Board-Diversity-Policy.pdf.

22. SUCCESSION PLAN

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

23. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, AND INDEPENDENCE OF A DIRECTOR:

Pursuant to Section 134(3)(e) and Section 178 (3) of the Companies Act, 2013, the Board has formulated and adopted a policy relating to the Directors and Key Managerial Personnel''s appointment and remuneration (“Remuneration Policy”) which is available on the website of your Company at

https://kvforge.com/wp-content/uploads/2023/04/KVF-Remuneration-Policy.pdf including criteria for determining qualifications, positive attributes, independence of a director and other matters. The details of the Policy have been disclosed in the Corporate Governance Report, which forms a part of this Annual Report.

The Remuneration Policy for the selection of Directors and determining Directors'' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on a review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

24. BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and the SEBI Listing Regulations are provided in this report.

25. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2) of the Companies Act, 2013 does not apply as the company was not required to transfer any amount or the shares to the Investor Education Protection Fund (IEPF) established by the Central Government of India.

26. CORPORATE GOVERNANCE:

The company has implemented robust corporate governance practices to ensure accountability, transparency, and responsible decision-making across all levels of the organization. The company''s corporate governance framework includes clear policies and procedures that promote ethical behavior, compliance with laws and regulations, protection of shareholder''s rights and risk management. The Board plays a crucial role in overseeing the corporate governance function of the Company and acting in the best interest of the Company and the Stakeholders.

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the SEBI (LODR) Regulations, 2015 are complied with. The Company has also furnished quarterly reports on the corporate governance to the BSE as mandated by the SEBI (LODR) Regulations, 2015 and the same are available on the website of the Company www.kvforge.com.

As per Regulation 34(3) Read with Schedule V of the SEBI (LODR) Regulations, 2015, a separate report on corporate governance, together with a certificate from the Company''s Secretarial Auditors, has been attached to the Annual Report.

27. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the draft Annual Return as on the financial year ended March 31, 2024, is placed on the Company''s website https://kvforge.com/corporate-announcements/.

28. AUDITORS:

a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and rules made thereunder, M/s. Gokhale Tanksale & Ghatpande, Chartered Accountants, Pune (Firm Registration No. 103277W) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 32^nd Annual General Meeting held on August 19, 2022 until the conclusion of 37^th Annual General Meeting of the Company to be held in the year 2027, on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

Pursuant to Sections 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received a certificate from the Auditors to the effect, inter-alia, confirming that their appointment continues to be within the limits laid down by the Act, is as per the term provided under the Act, that they are not disqualified for continuing such appointment under the provisions of applicable laws.

However, the Statutory Auditors have in their Eligibility Letter dated 03/06/2022 intimated the Company about the various proceedings against them which are at present pending with respective Hon''ble Courts of law. The Auditors have further confirmed that in respect of any of the said pending proceedings they have not been convicted for an offence involving fraud, Accordingly the ineligibility under Section 141 (3)(h) is, as of the financial year-end date, not applicable to the Statutory Auditors.

The Independent Auditors'' Report for the financial year 2023-2024 on the financial statement of the Company is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The observations of the Statutory

Auditors in their Report are self-explanatory and therefore the Directors do not have any further comments to offer on the same. The Auditor''s Report is enclosed with the financial statements forming part of this annual report.

b. Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed CS. Satish Patil, Practicing Company Secretary, Pune (Partner of M/s. Satish Patil & Associates, Company Secretaries) for conducting the Secretarial Audit of the Company for the financial year 2023-24.

The Report of the Secretarial Audit is annexed herewith as an ‘Annexure B'' to this Report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their audit report for the year ended March 31, 2024.

Further, pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular No. LIST/ COMP/14/2018 dated June 20, 2018, a certificate from the Practicing Company Secretaries is required to be obtained, confirming 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 SEBI / Ministry of Corporate Affairs or any such statutory authority is required to be annexed to Corporate Governance Report.

Accordingly, the necessary certificate as per circular mentioned above has been obtained from M/s Satish Patil & Associates, Company Secretaries, Pune and forms part of this report.

c. Internal Auditors:

M/s. G R Patel & Associates, Chartered Accountants was appointed as the Company''s Internal Auditor for the financial year 2023-24. As per terms of references approved by the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

During the year under review, the Internal Auditor conducted periodical audits and expressed their satisfaction regarding the existing internal control procedures of the Company.

d. Cost records:

Pursuant to the provisions of section 148 read with Rule 4 of Companies (Cost Records and Audit) Rules, 2014, the Company falls under the category of Non-Regulated Sectors. Therefore, the Company is exempted from the provisions of the Companies Act, 2013 related to Cost Audit. Therefore, the appointment of Cost Auditors is not applicable for the FY 2023- 2024.

In terms of provisions of Section 148 of the Act read with Rule 3 of Companies (Cost Record and Audit) Rules, 2014, the Company is required to maintain the cost records and the same are maintained for the financial year 2023-2024.

29. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or to the Board of Directors under Section 143(12) of the Act and the rules made thereunder.

30. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors, Internal Auditors as well as Secretarial auditors in their report.

31. RISK MANAGEMENT:

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. The details of the risk assessment framework are set out in the Corporate Governance Report, which forms the part of annual report.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Information required under Section 197(12) of the Act read with Rule 5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided herein, since there are no employees who have received remuneration in excess of the limits prescribed therein.

The statement containing the information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 in respect of employees of the Company and Directors forms part of this Report and is annexed herewith as an ‘Annexure C''.

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

The particulars relating to the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 forms part of this Report and is annexed herewith as ''Annexure D''.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by The Institute of Company Secretaries of India.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board believes that the Company has a broader responsibility beyond profit-making and it should actively contribute to the well-being of the communities and the society in which it operates. The Board of Directors of the Company monitors and reviews the CSR activities that are being taken up by the Company from time to time. The Company has also formulated and adopted a Policy on CSR, which is also available on the website of the Company at https://kvforge. com/wp-content/uploads/2023/04/KVF-Corporate-Social-Responsibility-Policy.pdf.

The provisions of Section 135 did not apply to the Company during the financial year 2023-24 based on the profits of previous three financial years, accordingly the Company is not required to spend any amount as CSR during the year under review, in line with the activities mentioned in Schedule VII of the Act.

36. VIGIL MECHANISM/ WHISTLEBLOWER POLICY:

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy in terms of the provisions of the Act and the SEBI (LODR) Regulations, 2015, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics. The policy provides adequate safeguards against the victimization of Directors and employees who avail of such mechanisms and also provides for direct access to the Chairman of the Audit Committee. The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no person was denied access to the Audit Committee. The Company is happy to inform you that there have been no complaints / Whistle Blower activities reported to or received by the Audit Committee during the year under review.

The policy adopted by the Company on vigil mechanism/whistleblowing is also available on the website of the Company at https://kvforge.com/wp-content/uploads/2023/04/KVF-Whistle-Blower-Policy.pdf.

37. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has adopted a policy on the prevention, prohibition and redressal of sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Consequntly, the Company has also constituted the Internal Complaints Committee under this Act. The policy of the Company aims to provide protection to employees at the workplace and to prevent and redress complaints of sexual harassment and matters connected and incidental thereto, with the objective of providing a safe working environment. The company has not received any complaints during the financial year 2023-24 in this regard.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

During the year, the Company has not made any application nor there is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as of March 31, 2024.

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

During the year under review, there was no instance wherein the Company initiated one-time settlement with its banks or financial institutions.

40. GREEN INITIATIVE

Your Directors would like to draw your kind attention to Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as may be amended from time to time which permits paperless compliances and also service of notice/documents (including annual report) through electronic mode to its members. Accordingly, an Electronic copy of the Annual report and the Notice of the Annual General Meeting are sent to all members whose email addresses are registered with the Company/depository participant(s).

To support this green initiative, we hereby once again appeal to all those members who have not registered their e-mail addresses so far to register their e-mail addresses in respect of electronic holding with their concerned Depository Participants and/or with the Company.

41. DIRECTORS” RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Act with respect to the Directors'' Responsibility Statement, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that 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 at the end of the financial year March 31, 2024, and of the profit of the Company for that period;

iii. that they 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. that they have prepared the annual accounts on going concern basis;

v. that 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; and

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

42. ACKNOWLEDGEMENT:

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, Statutory Authorities and Banks. Your Directors thank all the esteemed shareholders, customers, vendors, and all other stakeholders for their faith, trust and confidence reposed in your Company.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

KRISHANVEER FORGE LIMITED (FORMERLY KNOWN AS RAJKUMAR FORGE LIMITED)

ARUN JINDAL NITIN RAJORE

PLACE: PUNE CHAIRMAN WHOLE TIME DIRECTOR

DATE: MAY 17, 2024 DIN: 00121523 DIN: 01802633

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Mar 31, 2018

The Members,

The Directors are pleased to present the 28^th Annual Report and Audited Financial Statements for the year ended March 31, 2018.

FINANCIAL HIGHLIGHTS:

Particulars	31.03.2018 (Rs. in Lakhs)	31.03.2017 (Rs. in Lakhs)
Revenue	2,932.26	637.56
Expenses excluding Interest and Depreciation & Amortization	2,677.07	848.96
Profit /( Loss) for the year before Interest, Depreciation & Amortization	255.19	(211.40)
Less : Interest Cost for the year	68.82	73.75
Less : Depreciation& Amortization	116.32	132.92
Gross Profit/(Loss) for the year	70.05	(418.07)
Add/(Less) Provision for Income Tax	(13.35)	-
Add/(Less) Deferred Tax	(20.41)	47.88
Net Profit/( Loss) for the period	36.29	(370.19)

DIVIDEND:

In view of proposed expansion plans, your Directors do not recommend a Dividend for the financial year ended March 31, 2018.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During financial year 2017-18, there was no change in the nature of Company''s business.

SHARE CAPITAL:

There was no change in the authorized as well as paid up share capital of the Company during the year under review.

The current Authorized Capital of the Company is Rs.13,25,00,000/divided into 1,25,00,000 Equity shares of Rs.10/- each and 7,50,000 4% Non-Cumulative Redeemable Preference Shares of Rs.10/- each and Paid-up Capital of the Company is Rs.10,93,94,000/- divided into 1,09,39,400 Equity Shares of 10/- each.

TRANSFER TO RESERVES:

During the year, the Company has not transferred any amount to General Reserves.

OPERATIONS AND STATE OF AFFAIRS:

Sales income stood at Rs.2078.16 Lakhs as compared to previous year of Rs.426.24 Lakhs. This is a 4 fold increase from the time the new management took over. Export revenue saw an increase from Rs.111.73 Lakhs achieved in previous year to Rs.136.01 Lakhs. The growth in the Company''s topline coupled with focus on cost reduction has helped the Company to earn profit of Rs.36.29 Lakhs for the year ended March 31, 2018 as against net loss of Rs.370.19 Lakhs in the previous year.

The affairs of the Company are functioning smoothly and appropriately in compliance with all the applicable laws and regulations.

CORPORATE SOCIAL RESPONSIBILITY:

The company is not having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees One Thousand Crores or more or a Net Profit of Rupees Five Crores or more during any financial year. As such, the provisions of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

VIGIL MECHANISM:

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report to the Audit Committee Chairman, genuine concerns, unethical behavior and irregularities, if any, noticed by them in the Company, which could adversely affect company''s operations. This mechanism also provides safeguards against victimization of employees, who avail of the mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company at http://www.rkforging.com/wp-content/uploads/2017/04/ WHISEL-BLOWER-POLICY-1.pdf. Further no personnel have been denied access to the Audit Committee during the period under review.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, your directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that we 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 loss of the Company for that period;

3. that we 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;

4. that we had prepared the annual accounts on going concern basis;

5. and that we had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively;

6. that we had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF BOARD MEETINGS:

During the year, 8 (Eight) Board Meetings were held on May 15, 2017, May 29, 2017, August 11, 2017, September 13, 2017, November 14, 2017, December 04, 2017, February 10, 2018 and March 09, 2018.

COMMITTEES OF THE BOARD:

The composition of the committees of the Board of Directors has been detailed in the Corporate Governance annexure to this Report.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. R. T. Goel and Ms. Sudha Santhanam are the independent directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149(7) of the Companies Act, 2013, and Rules made thereunder confirming that they meet the criteria of independence.

DIRECTORS AND KEY MANEGERIAL PERSONNEL:

The present Board composition is as follows:

Sr. No.	Name	Designation
1	Mr. Arun K. Jindal	Non-Executive Director
2	Mr. Nitin Rajore	Whole Time Director
3	Mr. R. T. Goel	Non-Executive Director
4	Ms. Sudha Santhanam	Non-Executive Director
5	Mr. Shubham Jindal	Chief Financial Officer
6	Ms. Shruti Patil	Company Secretary

Ms. Shilpa Dixit resigned from the position of Non-Executive Director with effect from April 10, 2017. Subsequently Ms. Sudha Santhanam was appointed in her place with effect from May 15, 2017.

Further, Ms. Shruti Khandelwal resigned from the position of the Company Secretary and Compliance Officer with effect from May 17, 2017 and subsequently Ms. Shruti Patil was appointed in her place with effect from May 29, 2017.

RE-APPOINTMENT OF DIRECTOR:

As per the provisions of Companies Act, 2013, Mr. Arun Jindal, retires by rotation at the ensuing Annual General Meeting and, being eligible, seeks re-appointment. The Board recommends his re-appointment.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any subsidiary, joint venture and associate company during the year under review.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the guidance note issued by SEBI on January 05, 2017, a formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out for financial year 2017-18. Led by the Nomination & Remuneration Committee, the evaluation was carried out using individual questionnaires covering, amongst others, composition of Board, conduct as per Company values & beliefs, contribution towards development of strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership etc.

Manner in which the evaluation has been carried out and matters incidental thereto, have been detailed in the Report on Corporate Governance, which forms part of this report.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:

Under Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee (‘NRC'') of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.

The NRC takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages and for administering the long-term incentive plans. Further, the compensation package of the Directors, Key Managerial Personnel, Senior Management and other employees is designed based on the set of principles enumerated in the said policy.

The Remuneration Policy has been posted on website of the Company which can be accessed at http://www.rkforging.com/wp-content/ uploads/2017/05/REMUNERATION-POLICY.pdf and the Policy on Appointment of Directors, Key Managerial Personnel, Senior Management & Other Employees is available on the Company''s website at http://www.rkforging.com/wp-content/uploads/2018/07/ Policy-on-Appointment-of-Directors-Key-Managerial-Personnel-Senior-Management-Other-Employees.pdf

RELATED PARTY TRANSACTIONS:

The information for related party transactions as required under Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is enclosed as ‘Annexure A’ to this Report. The policy on Related Party Transaction as approved by the Board has been displayed on the Company''s website at http://www.rkforging.com/wp-content/ uploads/2017/05/RELATED-PARTY-TRANSACTION-POLICY.pdf There has been no change to the policy of Related Party Transaction during the financial year ended March 31, 2018.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

a. The sum of ''9,43,600 /- being the amount of unpaid or unclaimed dividend for a period of seven years was transferred during the financial year 2017-18 to the Investor Education and Protection Fund established by the Central Government in compliance with Section 124 of the Companies Act, 2013.

b. During the year under review, the Company has transferred 5,34,300 shares to the Investor Education and Protection Fund in accordance with the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules'').

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the period under review.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business by virtue of internal audit of the Company. Internal Audits are periodically conducted by an external firm of Chartered Accountants who monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Board also take quarterly review of internal audit functioning and accounting systems, in order to take suitable corrective actions in case of any deviations. During the year, such controls were tested and no material weakness in their design of operations were observed.

CORPORATE GOVERNANCE CERTIFICATE:

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Corporate Governance along with the Compliance certificate from the Secretarial Auditor forms part of this Report.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT 9 is annexed as an ‘Annexure B’ to this Report.

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

No material change and/or commitment affecting the financial position of your Company has occurred between April 1, 2018 and the date of signing of this Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

AUDITORS:

Statutory Auditors

M/s Gokhale Tanksale & Ghatpande, Chartered Accountants, Pune (Firm Registration No. 103277W) was appointed as the Statutory Auditors of the Company to hold office for a period of 5 consecutive years from the conclusion of 27^th Annual General Meeting of the Company held on September 27, 2017 till the conclusion of the conclusion of 32^nd Annual General Meeting of the Company to be held in financial year 2022-23.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2015 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Mr. Gaurav Nashikkar, Practicing Company Secretary (CP No. 13967) for conducting the Secretarial Audit of the Company for financial year 2017-18.

The Report of the Secretarial Audit is annexed herewith as an ‘Annexure C’ to this Report.

COST RECORDS AND / OR COST AUDIT:

Your Company does not fall under provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2014. Therefore, no such records were required to be maintained.

REPORTING OF FRAUDS BY STATUTORY AUDITOR:

During the period under review, there were no frauds in the Company, hence no reporting made by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

RISK MANAGEMENT:

The Company has established a strong risk mitigation process which entails regular and stringent monitoring of its business activities to identify, evaluate and resolve risks. The top management of the Company and the Board are involved in monitoring of risk assessment and mitigation, thus ensuring a quick resolution mechanism. The Senior Management prioritizes the risks and finalizes the action plan for mitigation of the key risks.

DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION), RULES, 2014:

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration), Rules, 2014 in respect of employees of the Company and Directors is attached as an ‘Annexure D’.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as ‘Annexure E’ to this report.

PERSONNEL:

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided herein, since there are no employee who have received remuneration in excess of the limits prescribed therein.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company has adopted policy on prevention, prohibition and redressal of sexual harassment at work place, in line of the provisions of the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy aims to provide protection to employees at the work place and to prevent and redress complaints of sexual harassment and for matters connected and incidental thereto, with an objective of providing a safe working environment where employees feel secured. The company has not received any complaints during the year.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels which was instrumental in converting the Company into Profit making as compared with the loss making company through many fold growth during the year as compared to last year. The Directors expect this upward trajectory to continue in the years to come. The Directors also sincerely thank all the shareholders, business partners, government & other statutory bodies, bankers and advisors for their continued assistance, cooperation and support.

For and on behalf of the Board of Directors

RAJKUMAR FORGE LIMITED

Arun Jindal

Place : Pune Chairman

Date : July 21, 2018 DIN : 00121523

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Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their Twenty Sixth Annual Report with Audited Accounts of the Company for the year ended 31’st March 2016.

FINANCIAL HIGHLIGHTS

	31.03.2016 (Rs. Lacs)	31.03.2015 ( Rs. Lacs )
Profit /( Loss) for the year before interest,	(66.19)	377.57
Financial Charges & Depreciation Less:
Interest, Financial Charges for the year	99.49	17.10
Depreciation	121.00	104.49
Profit/ (Loss) for the year	(154.30)	255.98
Add/ (Less) Provision for Income Tax	Nil	(55.18)
Add/(Less) Mat Credit Adjustment for earlier year	(32.09)	Nil
Add / (Less) Deferred Tax	(10.18)	(94.72 )
Net Profit/( Loss) for the period	(112.03)	106.06

DIVIDEND:

Your Directors do not recommend a divided for the financial year ended 31’st March,2016.

OPERATIONS:

During the year under consideration, customer order position was not satisfactory. Sales income is at Rs. 1322.24 Lacs compared to previous years Rs. 2811.33 Lacs . Exports decreased from Rs. 2237.53 Lacs (previous year) to Rs 900.91 Lacs. . The Company has incurred net loss of Rs.112.03 Lacs during the financial year 2015-2016.

CAPACITY EXPANSION AND MODERNISATION

The Company had initiated a program of modernization of heat treatment facilities and press modernization to remove constraints in production and improve turnover of the company with planned capital expenditure .

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 relating to Corporate Social Responsibility of the Companies Act 2013 are not applicable to the Company.

WHISTLE BLOWER POLICY

The Company has formulated Whistle Blower Policy as per requirements of Companies Act,2013 wherein employees and other stake holders are free to report any un-ethical or improper activity, actual or supposed fraud or violation of companies code of conduct. This mechanism also provides safeguards against victimization of employees ,who avail of the mechanism.

PUBLIC DEPOSITS:

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS:

There were no audit qualifications raised by the Statutory Auditors.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, your directors confirm that:

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

2) The Directors have selected accounting policies and have applied them consistently and have made judgments and estimates that were 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 the profit and loss of the Company for the financial year under review .

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2016 on “going concern basis”.

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal controls were adequate and operating effectively.

6) 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.

DIRECTORS :

Mr.Shantanu .R. Kothavale retires by rotation at this Meeting and being eligible, offers himself for re-appointment.

Mrs. Ratnaprabha.R.Kothavale who retires by rotation was appointed as director and women director being eligible, offers herself for appointment as director.

The brief resume and other details relating to the appointment of Directors form part of the Report on Corporate Governance.

AUDITORS :

The members of the Company have in the 24’th Annual General Meeting of the Company held on 11’th August,2014, appointed Haribhakati and Company LLP for the period of five years.

PERSONNEL :

There are no employees in respect of whom particulars are required to be disclosed pursuant to Companies Act ,2013.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The additional information required under the provisions of Section 134 of the Companies Act, 2013, read with the Companies Accounts Rule 2014 and forming a part to this report I is given in Annexure A to this report.

ACKNOWLEDGEMENTS :

Your Directors wish to express their deep sense of gratitude to the Bank Of Baroda for their continued guidance and support. The Directors would also like to place on record sincere appreciation for the commitment, dedication and hard work put in by the employees of the Company.

Directors are deeply grateful for the confidence and faith reposed by shareholders of the Company.

FOR AND ON BEHALF OF THE BOARD

Place: Pune SWASTIK SIRSIKAR R.S.KOTHAVALE

Date:13''th May, 2016 DIRECTOR MANAGING DIRECTOR

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Mar 31, 2015

The Members,

The Directors have pleasure in presenting their Twenty Fifth Annual Report with Audited Accounts of the Company for the year ended 31'st March 2015.

FINANCIAL HIGHLIGHTS

31.03.2015 31.03.2014 (Rs Lacs) (Rs Lacs)

Profit /( Loss) for the year before interest, 377.57 237.88

Financial Charges & Depreciation Less :

Interest, Financial Charges for the year 17.10 101.48

Depreciation 104.49 80.34

Profit/ (Loss) for the year 255.98 56.06

Add/ (Less) Provision for Income Tax (55.18) (10.07)

Add / (Less) Deferred Tax (94.72) 20.06

Net Profit/( Loss) for the period 106.06 25.31

DIVIDEND :

Your Directors do not recommend a divided for the financial year ended 31'st March,2015.

OPERATIONS:

During the year under consideration, customer order position was not satisfactory. Sales income is at Rs 2811.33 Lacs compared to previous years Rs. 3325.67 Lacs . Exports decreased from Rs 3020.29 Lacs ( previous year) to Rs 2237.53 Lacs. The Company is expecting to improve Export Sales for the year 2015-2016. The Company has earned net profit of Rs. 106.06 Lacs during the financial year 2014- 2015.

CAPACITY EXPANSION AND MODERNISATION

The Company has initiated a program of modernization of heat treatment facilities and press modernization to remove constraints in production and improve turnover of the company with planned capital expenditure .

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 relating to Corporate Social Responsibility of the Companies Act 2013 are not applicable to the Company.

WHISTLE BLOWER POLICY

The Company has formulated Whistle Blower Policy as per requirements of Companies Act,2013 wherein employees and other stake holders are free to report any un-ethical or improper activity ,actual or supposed fraud or violation of companies code of conduct. This mechanism also provides safeguards against victimization of employees ,who avail of the mechanism.

PUBLIC DEPOSITS:

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS:

There were no audit qualifications raised by the Statutory Auditors. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, your directors confirm that:

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2015 , the applicable accounting standards have been followed along with proper explanations relating to material departures ,if any.

2) The Directors have selected accounting policies and have applied them consistently and have made judgments and estimates that were 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 the profit and loss of the Company for the financial year under review .

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended March 31,2015 on " going concern basis".

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal controls were adequate and operating effectively.

6) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS :

Mr. Shantanu.R.Kothavale retires by rotation at this Meeting and being eligible, offers himself for re-appointment.

Mrs. Ratnaprabha.R.Kothavale who was appointed as additional director and women director up to the 25'th Annual General Meeting and being eligible, offers herself for appointment as director.

The brief resume and other details relating to the appointment of Directors form part of the Report on Corporate Governance.

AUDITORS :

The members of the Company have in the 24'th Annual General Meeting of the Company held on 11'th August,2014, appointed Haribhakati and Company LLP for the period of five years subject to ratification at subsequent annual general meeting. You are requested to ratify appointment of Haribhakti and Company LLP, to hold the office from the conclusion of ensuing Annual General Meeting for a period of remaining four years, as statutory auditors of the Company.

PERSONNEL :

There are no employees in respect of whom particulars are required to be disclosed pursuant to Companies Act ,2013.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The additional information required under the provisions of Section 134 of the Companies Act, 2013, read with the Companies Accounts Rule 2014 and forming a part to this report I is given in Annexure A to this report.

SECRETARIAL AUDIT:

Company is attending to the observation of secretarial auditor.

ACKNOWLEDGEMENTS :

Your Directors wish to express their deep sense of gratitude to the Bank Of Baroda for their continued guidance and support. The Directors would also like to place on record sincere appreciation for the commitment, dedication and hard work put in by the employees of the Company.

Directors are deeply grateful for the confidence and faith reposed by shareholders of the Company.

FOR AND ON BEHALF OF THE BOARD

Place : Pune SWASTIK SIRSIKAR R.S.KOTHAVALE Date: 9th May, 2015. DIRECTOR MANAGING DIRECTOR

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their Twenty Fourth Annual Report with Audited Accounts of the Company for the year ended 31''st March 2014.

FINANCIAL HIGHLIGHTS

31.03.2014 31.03.2013 (Rs.Lacs) (Rs. Lacs)

Profit/(Loss) for the year 237.88 720.80 before interest,

Financial Charges & Depreciation Less :

Interest, Financial Charges 101.48 101.41 for the year

Depreciation 80.34 73.07

Profit/(Loss) for the year 56.06 546.32

Add/(Less) Provision for Income Tax (10.07) (80.00)

Add/(Less) Deferred Tax (20.06) 83.11

Net Profit/(Loss) for the period 25.31 549.43

DIVIDEND

In view of substantial drop in profits as compared to last year, your Directors do not recommend a divided for the financial year ended 31''st March, 2014.

OPERATIONS

During the year under consideration, customer order position was not satisfactory. Sales income is at Rs. 3223.84 Lacs compared to previous years Rs.4083.70 Lacs. Exports decreased from Rs. 3605.18 Lacs (previous year) to Rs 3020.29 Lacs. The Company has earned net profit of Rs.25.31 Lacs during the financial year 2013-2014.

CAPACITY EXPANSION AND MODERNISATION

The Company has initiated a program of modernization of heat treatment facilities and press modernization to remove constraints in production and improve turnover of the company with planned capital expenditure. The capital expenditure will be partly funded by internal accruals. With this expansion the turnover of the Company can reach Rs.70 Crores.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 relating to Corporate Social Responsibility of the Companies Act 2013 are not applicable to the Company.

PUBLIC DEPOSITS

During the period under review your company was not having a scheme of accepting fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS

There were no audit qualifications raised by the Statutory Auditors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures if any.

2) The Directors have selected accounting policies and have applied them consistently and have made judgments and estimates that were 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 the profit of the Company for the financial year under review.

3) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2014 on "going concern basis."

DIRECTORS

Mr Pradeep Bhargava retires by rotation at this Meeting and being eligible, offers himself for re-appointment. Mr. Shantanu. R. Kothavale retires by rotation at this Meeting and being eligible, offers himself for re-appointment. A brief resume and other details relating to the Directors who are to be re-appointed form part of Report on Corporate Governance.

AUDITORS

You are requested to appoint Haribhakti and Company, to hold the office from the conclusion of ensuing Annual General Meeting for a period of five years, as statutory auditors of the Company in place of retiring auditors, M/s Bapat & Company, have conveyed their un-willingness for appointment.

PERSONNEL

There are no employees in respect of whom particulars are required to be disclosed pursuant to Section 217 (2A) of Companies Act, 1956.

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

The additional information required under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming a part to this report I is given in Annexure "A" to this report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the co-operation extended by various Government Authorities, Financial Institution/s, shareholders.

FOR AND ON BEHALF OF THE BOARD

Place: Pune R.S.KOTHAVALE Date : 30''th May, 2014. MANAGING DIRECTOR

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Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting their Twenty Third Annual Report with Audited Accounts of the Company for the year ended 31''st March 2013.

FINANCIAL HIGHLIGHTS

31.03.2013 31.03.2012 (Rs.Lacs) (Rs.Lacs)

Profit /(Loss) for the year before interest, 720.80 796.80

Financial Charges & Depreciation

Less :

Interest, Financial Charges for the year 101.41 238.08

Depreciation 73.07 69.95

Profit/ (Loss) for the year 546.32 488.77

Add/ (Less) Provision for Income Tax 80.00 (122.00)

Add / (Less) Deferred Tax (83.11) (42.75)

Net Profit/( Loss) for the period 549.43 324.02

Exceptional items included in Profits contains realisation an account following items in the financial year 2012-2013

1) Compersation received from suppliers Rs. 1,02,55,448

2) Profit or sale of land Rs. 1,28,31,960

DIVIDEND :

Your Directors recommend a divided at the rate of 15.%, viz Rs.1.50/- (Rupee One Paisa Fifty Only) per share for the financial year ended 31''st March,2013.

OPERATIONS:

During the year under consideration, customer order position was not satisfactory. Sales income is at Rs. 4083.70 Lacs compared to previous years Rs.5628.08 Lacs. Exports decreased from Rs. 5111.83 Lacs ( previous year) to Rs 3605.18 Lacs. The Company has earned net profit of Rs.549.43 Lacs during the financial year 2012-2013.

PUBLIC DEPOSITS :

During the period under review your company has not accepted any fixed deposits from the public.

CAPACITY EXPANSION AND MODERNISATION

The Company has initiated a program of modernization and increase in capacity of heat treatment facilities and press shop modernization to remove constraints in production and improve turnover of the company with capital expenditure of Rs.1630 Lacs . The capital expenditure will be partly funded by internal accruals and bank finance.

PUBLIC DEPOSITS :

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS:

The information as regards vendor under "The Micro Small and Medium Enterprises Development Act, 2006 is pending and hence no disclosure has been made in this regard

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuance to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, your directors confirm that:

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2013 , the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

2) The Directors have selected accounting policies and have been applied them consistently and have made judgments and estimates that were 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 the profit of the Company for the financial year under review.

3) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2013 on " going concern basis".

DIRECTORS :

Mr S.Padmanabhan retires by rotation at this Meeting and being eligible, offers himself for re-appointment. Mr. Swastik. M. Sirsikar retires by rotation at this Meeting and being eligible, offers himself for re-appointment. The brief resume and other details relating to the Directors who are to be re- appointed form part of the Report on Corporate Governance.

During the year under review Mr.P.B.Kore resigned as Director of the Company

effective from 1''st January,2013.

AUDITORS :

Yo u are requested to re-appoint the retiring auditor M/s Bapat & Company for the current year to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

PERSONNEL :

There are no employees in respect of whom particulars are required to be disclosed pursuant to Section 217 (2A) of Companies Act ,1956.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The additional information required under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies ( Disclosure of particulars in the Report of Board of Directors ) Rules ,1988 and forming a part to this report I is given in Annexue A to this report.

ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for the co-operation extended by various Government Authorities, Financial Institution/s, shareholders, and staff of the Company.

FOR AND ON BEHALF OF THE BOARD

Place : Pune R.S.KOTHAVALE

Date 13''th May, 2013. MANAGING DIRECTOR

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Mar 31, 2012

The Directors have pleasure in presenting their Twenty Second Annual Report with Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

31.03.2012 31.03.2011 (Rs.Lacs) (Rs.Lacs)

Profit /( Loss) for the year before interest, 796.80 544.59 Financial Charges & Depreciation Less :

Interest, Financial Charges for the year 238.08 106.90

Depreciation 69.95 114.17

Profit/ (Loss) for the year 488.77 312.41

Add/ (Less) Provision for Income Tax (122.00) (114.20)

Add / (Less) Deferred Tax (42 .75) 1.759

Net Profit/( Loss) for the period 324.02 199.96

DIVIDEND:

Your Directors recommend a divided at the rate of 15%, viz Rs.1.50/- (Rupee One Paisa Fifty Only) per share for the financial year ended 31st March, 2012.

OPERATIONS:

During the year under consideration, customer order position was satisfactory. Sales income is at Rs. 5524.84 Lacs compared to previous years Rs.3112.73 Lacs . Exports increased from Rs.2767.89 Lacs ( previous year) to Rs 5111.83 Lacs. The Company is expecting to improve both Export and Domestic Sales for the year 2012-2013, which will result in better profitability. The Company has earned net profit of Rs. 324.02 Lacs during the financial year 2011-2012.

PUBLIC DEPOSITS:

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS:

The Statutory Auditors have pointed out that as per Company's Policy, Sale of goods is recognized at the point of dispatch. The sale for the current year includes Sales to a Customer amount to Rs.471.89 lacs ( Previous year Rs.456.47 Lacs) where dispatch has been made but actual title has not been transferred. This is in accordance with the agreement entered into with customer where title of goods will be transferred on actual usage.

The information as regards vendor under "The Micro Small and Medium Enterprises Development Act ,2006'' is pending and hence no disclosure has been made in this regard.

DIRECTORS RESPONSIBALITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, your Directors confirm that:

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2012 , the applicable accounting standards have been followed along with proper explanations relating to material departures ,if any.

2) The Directors have selected such accounting policies and have applied them consistently and have made judgments and estimates that were 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 the financial year under review .

3) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2012 on " going concern basis".

DIRECTORS:

Mr P.B.Kore Director, who retires by rotation at this Meeting and being eligible, offers himself for re-appointment.

Mr.Shantanu.R.Kothavale Director, who retires by rotation at this Meeting and being eligible, offers himself for re-appointment.

The brief resume and other details relating to the Directors who are elegible for re - appointment form part of the Report on Corporate Governance.

AUDITORS:

You are requested to re-appoint the retiring auditor M/s Bapat & Company for the current year to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

PERSONNEL:

There are no employees in respect of whom particulars are required to be disclosed pursuant to Section 217 (2A) of Companies Act ,1956.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information required under the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules,1988 and forming a part to this report I is given in Annexue A to this report.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the co-operation extended by various Government Authorities, Financial Institution/s ,shareholders, and staff of the Company.

FOR AND ON BEHALF OF THE BOARD

Place : Pune R.S.KOTHAVALE

Date 12th May, 2012. MANAGING DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting their Twentieth Annual Report with Audited Accounts of the Company for the year ended 31st March 2010,

FINANCIAL HIGHLIGHTS ( Rs. Lacs)

31.03.2010 3103.2009

Profit /( Loss) for the year before interest, 716.23 700.84

Financial Charges & Depreciation

Less:

Interest, Financial Charges for the year 67.60 169.52

Depreciation 141.52 131.93

Profit/ (Loss) for the year 507.11 399.39

Add/ (Less) Provision for Income Tax (193.75) (139.62)

Add / (Less) Deferred Tax 20.54 (1.29)

Net Profit/ ( Loss) for the period 333.90 258.48

DIVIDEND :

Your Directors recommend a divided at the rate of 10% viz Rs. 1 per equity

share for the year ended 31st March, 2010.

OPERATIONS:

During the year under consideration, customer order position was satisfactory although less. Sales income is at Rs.3495.34Lacs as compared to previous years Rs.4697.99 Lacs . Sales income decreased as compared to previous year income. Exports decreased from Rs. 3985.03 Lacs (previous year) to Rs 2697.58 Lacs. The Company is hopeful of improving both Export and Domestic Sales for the year 2010-2011, which will result in better profitability. The Company has earned net profit of Rs. 333.90 Lacs during the financial year 2009-2010.

PUBLIC DEPOSITS :

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS :

The Statutory Auditors have pointed out that as per Companys Policy, sale of goods is recognized at the point of dispatch. The sale for the current year includes sale to a customer amounting to Rs. 255.5 lacs where dispatch has been made but actual title has not been transferered. This is in accordance with the

agreement entered in to with customer where title of goods will be transfered on actual usage. In respect of outstanding payment of sales tax liability to the extent of Rs. 82.91 lacs, the company is expecting refund to the extent of Rs. 485.83 lacs from sales tax department and believes that outstanding liability of Rs. 82.91 lacs will get adjusted against the refund amount due.

The information as regards vendor under "The Micro Small and Medium

Enterprises Development Act, 2006 is awaited and hence disclosure could not be made in this regard.

DIRECTORS RESPONSIBALITY STATEMENT :

Pursuance to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed :

i) that in the preparation of the annual accounts for the financial year ended March 31, 2010 , the applicable accounting standards have been followed along with proper explanations relating to material departures .

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the profit of the Company for the financial year under review .

iii) that the the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with

provisions of the Companies Act. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the annual accounts for the financial year ended March 31, 2010 on " going concern basis" DIRECTORS : - Mr Shantanu.R.Kothavale retires by rotation at this Meeting and being eligible. offers himself for re-appointment.

Mr.S.Padmanabhan retires by rotation at this Meeting and being eligible .offers himself for re-appointment.

The brief resume and other details relating to the Directors who are to be re- appointed form part of the Report on Corporate Governance AUDITORS :

You are requested to re-appoint the retiring auditor M.s Bapat & Company lor the current year to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

PERSONNEL:

There are no employees in respect of whom particulars are required to be disclosed pursuant to Section 217 (2A) of Companies Act ,1956. CON SERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information required under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules ,1988 and forming a part to this report I is given in Annexue A to this report.

ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for the co-operation extended by various Government Authorities, Financial Institutions, shareholders and staff of the Company.

FOR AND ON BEHALF OF THE BOARD



Place : Pune R.S.KOTHAVALE

Date 8th May ,2010. MANAGING DIRECTOR