Directors Report of Samrat Forgings Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 44^th Annual Report together with Audited Financial
Statements of the Company for the financial year ended 31^st March, 2025.

FINANCIAL RESULTS

The financial summary of the Company for the year under review is given below for your
consideration:

/Rq in I

	Year ended	Year ended
	31.03.2025	31.03.2024
Net Operating Revenue	19,107.43	16,202.83
Other Income	60.81	91.31
Profit before Finance Cost, Depreciation,	1,803.22	1,393.21
Exceptional items and tax
Finance Cost	707.29	599.93
Depreciation	404.91	364.66
Profit before exceptional items & tax	691.02	428.62
Exceptional items	6.17	0.21
Profit before tax	697.19	428.83
Provision for current tax	66.92	0.00
Deferred tax	111.17	123.20
Income tax of previous year	9.21	8.22
Net profit after tax	509.89	297.41
Other Comprehensive Income (net of tax)	15.99	10.24
Total Comprehensive Income	525.88	307.65
Transfer to General Reserve	0.00	0.00

OPERATIONAL REVIEW

The company continues to keep its pace with upward growth by achieving the all-time high sales for
FY 2024-25. Capacity enhancement project has started in full swing with completion of 66KV Sub
station and foundation of 6000-ton press by Q4 of FY 2024-25. Company hopes to make the press
fully operational by the end of September, 2025. Market sentiments are very bullish. However,
pressure on working capital remains on the company with increase in sales and investment on capital
expansion moving parallelly.

In the above backdrop, the Company achieved highest ever turnover of Rs. 191 Crores during the
financial year ended 31st March, 2025 against turnover of Rs. 162 Crores during previous financial
year 31^st March, 2024. With continued focus on cost front, the Company has earned profit before
tax of 6.97 crore against the previous year’s profit before tax of 4.29 crore; profit after tax (before
other comprehensive income) of Rs. 5.10 crore (previous year: Rs. 2.97 crore) translated into Earning
Per Share of Rs. 10.20 (previous year: Rs. 5.95). Total comprehensive income (net of tax) for the
year stood at Rs. 5.26 crore as against Rs. 3.08 crore of previous year.

No material changes and commitments which could affect your Company’s financial position for FY
2024-25 have occurred between the end of the financial year of your Company and date of this
report.

FUTURE PROSPECTS/ EXPANSION

Indian economy is getting stronger with each passing year with governments high investments in
infrastructure, Railways and defense sectors. Company has entered into above market segments
much in advance and now reaping the fruits with robust orders from its customers in these segments.
Export orders too are continuing and with addition of new customers this year company foresee
considerable growth in the coming financial year. With successful commissioning of 66KV sub station,
which has resulted in uninterrupted power supply will too add to increase in productivity and energy
saving. Company has taken major steps in sustainability by completely abolishing use of Furnace
oil by switching to Induction Billet heaters for forging process and PNG for heat treatment process.
Solar power plant of 650 KW too is under installation.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves.

CAPITAL STRUCTURE

There has been no change in the Capital Structure of the Company during the FY 2024-25.

The Company has not issued any bonus shares, Employee Stock Option Schemes, Shares with
Differential rights etc. Further, there were no instances of buy back of shares during the year under
review.

DIVIDEND

The Directors does not recommend any dividend for the year under review and rather prefer to
conserve the resources and plough back the accrued profits into the Company.

The provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations), 2015, regarding formulation of dividend distribution policy are not applicable to the
Company.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return of the Company as on 31^st March, 2025 is
available on the website of the Company at the web link https://samratforgings.com/wp-content/
uploads/2025/07/Annual-Return-2024-25.pdf

DEPOSITS

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

DIRECTORS

I. Appointment/Cessation of Directors

During the financial year 2024-25, Mr. Ajay Arora (DIN: 00314161) Independent Director has
resigned with effect from closure of business hours on August 21, 2024 due to his other professional
commitments. The Board at its meeting held on August 27, 2024 recorded its deep appreciation for
his valuable contribution to the Company during his tenure as an Independent Director of the
Company.

The Board, on the recommendation of its Nomination & Remuneration Committee, had appointed
Mrs. Amita Arora (DIN: 10752924) as an Additional Director (Non-Executive Independent) of the
Company with effect from August 31, 2024. Her appointment was subsequently approved by the
Members in the 43^rd AGM held on 30^th September, 2024 as an Independent Director for a term
of five years with effect from August 31, 2024.

Tenure of the first term of five years of Ms Niveta Sharma (DIN: 08056816) as an Independent
Director was completed on November 14, 2024 and based on the recommendation of the
Nomination & Remuneration Committee and Board of Directors of the Company she was reap¬
pointed as Independent Director for another term of five years with effect from November 15, 2024
by the Members in the 43^rd AGM held on 30^th September, 2024.

The Board, on the recommendation of its Nomination & Remuneration Committee, has appointed
Mr. Siddharth Joshi (DIN: 03326296) as an Additional Director (Executive) and Mr. Dhananjay
Lakhanpal (DIN: 11120072) as an Additional Director (Non Executive Independent) of the Com¬
pany with effect from June 1, 2025. They hold office upto the date of the ensuing Annual General
Meeting. The Company has received notice under Section 160 of the Companies Act, 2013 from
a Member signifying intention to propose Mr. Siddharth Joshi to be appointed as Whole Time
Director for a term of 3 years w.e.f. June 1, 2025 and Mr. Dhananjay Lakhanpal as an Independent
Director for five years at the ensuing Annual General Meeting. The Directors recommends the
appointment of Mr. Siddharth Joshi as Whole Time Director (designated as Executive Director) for
a period of 3 years and appointment of Mr. Dhananjay Lakhanpal as an Independent Director for
a term of five years, both effective from June 01, 2025, in the ensuing Annual General Meeting of
the Company.

Further, in terms of section 152 of the Companies Act, 2013, Mrs. Ritu Joshi (DIN: 01598873),
Director is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible,
offers herself for re-appointment.

The details of the directors being recommended for appointment/re-appointment are contained in the
Notice convening the ensuing 44^th Annual General Meeting of the Company.

II. Declaration by Independent Directors

All Independent Directors have given declaration to the Company that they meet the criteria of
‘independence’ set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) and the Companies Act, 2013. The Board is of the opinion that the
Independent Directors of the Company hold high standards of integrity and possess requisite
expertise and experience required to fulfill their duties as Independent Directors.

III. Meetings of the Board

Eight Board meetings of the Company were held during the financial year 2024-25 on following
dates:

I. 17.04.2024, II. 29.05.2024, III. 14.08.2024, IV. 27.08.2024, V. 10.10.2024, VI. 14.11.2024,
VII. 28.01.2025 and VIII. 13.02.2025.

The intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013. Attendance detail in board meetings is provided in the Corporate Governance Report
forms a part of this report.

One meeting of Independent Directors was held on 29.03.2025 during the year under review which
was attended by all three Independent Directors of the Company i.e. Mrs. Amita Arora, Mr. Satish
Sharma and Ms. Niveta Sharma.

IV. Board Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the
Board, in consultation with its Nomination & Remuneration Committee, has put in place a framework
containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its
Committees and Individual Directors, including Independent Directors. Accordingly, following is the
criteria for evaluation: -

a. Criteria for evaluation of the Board of Directors as a whole:

i. Frequency of Meetings

ii. Guantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role

vi. Overall performance of the Company

b. Criteria for evaluation of the Board Committees

i. Frequency of Meetings

ii. Guantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Committee

v. Role of Committees.

vi. Contribution to the decision making process of the Board.

c. Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances, monitoring of controls and Corporate Gov¬
ernance

vi. The evaluation of independent directors shall be done by the entire board of directors
which shall include -

a Performance of the directors; and

b. fulfillment of the independence criteria as specified in these regulations and their
independence from the management:

According to the above criteria, the Board has carried out the annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its Audit Committee,
Nomination & Remuneration Committee and Stakeholders Relationship Committee. A structured
questionnaire was prepared based on the above said parameters and after taking into consideration
inputs received from the Directors, covering various aspects of the Boards functioning such as
adequacy of the composition of the Board and its committees, Board culture, execution and
performance of specific duties, obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual directors including the
Chairman of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment, safeguarding the interest of the Company and its stakehold¬
ers etc. The performance evaluation of the Independent Directors was carried out by the entire Board.
The performance evaluation of the Chairman and the Non Independent Directors was carried out by
the Independent Directors who have also reviewed the performance of the Company Secretary.

The Independent Directors had met separately on 29.03.2025 without the presence of Non¬
Independent Directors and the members of management and discussed, inter-alia, the performance
of non-independent Directors and Board as a whole and the performance of the Chairman of the
Board after taking into consideration the views of Executive and Non-Executive Directors of the
Company.

The Directors express their satisfaction over the evaluation process.

V. Nomination and Remuneration Policy

On recommendations of the Nomination and Remuneration Committee, the Board has adopted a
policy for selection and appointment of Directors, KMP and Senior Management and their remunera¬
tion titled as Remuneration Policy. The extract/salient features of the Remuneration Policy of the
Company are attached as Annexure 1 to this report and forms part of this report of the Board of
Directors. The detailed policy is available on the website of the company and can be accessed at
weblink www.samratforgings.com/wp-content/uploads/2022/08/Remuneration-Policy.pdf

VI. Familiarization Programme for Independent Directors

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has imparted the familiarization programme for Independent
Directors detail whereof is available on the website of the Company at the web link https://
samratforgings.com/wp-content/uploads/2025/04/Familiarisation-programmes-conducted-in-FY.-2024-
25.pdf

VII. Statement regarding opinion of the Board with regard to integrity, expertise and
experience (Including the proficiency) of the Independent Directors appointed during the
year

Mrs. Amita Arora (DIN: 10752924) was appointed as Independent Director during the year under
review. She has vast experience in legal field and in the opinion of the Board, she holds high standard
of integrity and possess requisite expertise and experience required to fulfill her duties as Indepen¬
dent Director.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the directors to the best
of their knowledge and belief, confirm that:

(i) in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable
accounting standards have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, so as to give a true and fair view
of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company
for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) adequate internal financial controls to be followed by the Company have been laid down and
such internal financial controls were operating effectively during the Financial Year ended 31^st
March, 2025;

(vi) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems were adequate and operating effectively throughout the
Financial Year ended 31^st March, 2025.

COMMITTEES OF THE BOARD

The Board has the following committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

All the recommendations made by the Committees, including the Audit Committee were accepted
by the Board. The details of composition, powers and duties, meetings and attendance therein are
provided in the Corporate Governance Report which forms a part of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiary, Joint Venture or Associate Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any loans or guarantees and it has also not made any investments
covered under the provisions of Section 186 of the Companies Act, 2013.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the company during the year under review.

STATUTORY AUDITORS & AUDITORS’ REPORT

M/s Rajesh Aggarwal & Associates, Chartered Accountants (ICAI Firm Registration Number
009831N) were appointed as Statutory Auditors of the company in 41^st Annual General Meeting
(AGM) of the company held on 30^th September, 2022 for a term of five years i.e. till the conclusion
of 46^th AGM of the Company to be held in the year 2027. Flowever, they tendered their resignation
and expressed their inability to act as the Statutory auditors of the Company with effect from closing
business hours of August 14, 2024.

To fill up this casual vacancy, the Board in its meeting held on August 14, 2024 approved the
appointment of M/s Rattan Kaur & Associates, Chartered Accountants (Firm Registration No.:
022513N) as the Statutory Auditors of the Company till the conclusion of last Annual General
Meeting. Subsequently, based on the recommendation of the Audit Committee and Board of
Directors of the Company, the appointment of M/s Rattan Kaur & Associates was approved by the
members of the Company as Statutory Auditors in casual vacancy and further for a term of five years
from the conclusion of the 43^rd AGM held on 30^th September, 2024.

The Audit Report given by the Statutory Auditors on the financial statements of the Company for
the financial year 2024-25 forms part of the Annual Report. There has been no qualification,
reservation or adverse remark or disclaimer given by the Auditors in their report.

During the year under review, there were no frauds reported by the auditors to the Audit Committee
or the Board under section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed
Ms Arshdeep Kaur Judge, Company Secretary in Practice (C.P. No. 27198) as Secretarial Auditor
to undertake the Secretarial Audit of the Company for Financial Year 2024-25. The Secretarial Audit
Report received from the said auditor is annexed to this report as Annexure- 2. The Secretarial Audit
Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS AND THEIR REPORT

The Company is maintaining cost records according to the provisions of Section 148(1) of the
Companies Act, 2013. The Cost Auditor will submit their report by the due date.

The Board of Directors on recommendation of the Audit Committee, reappointed M/s Balwinder &
Associates, Cost Accountants (Firm Registration Number 000201), as Cost Auditors of the Com¬
pany for the Financial Year 2025-26 under Section 148 of the Companies Act, 2013. M/s Balwinder
& Associates have confirmed that their appointment is within the limits of Section 141(3)(g) of the
Companies Act, 2013 and have also certified that they are free from any disqualifications specified
under sub section (3) of Section 141 read with sub section (5) of Section 148 of The Companies
Act 2013.

The Audit Committee has also received a Certificate from the Cost Auditors certifying their
independence and arm’s length relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor
is required to be placed before the Members in a General Meeting for their ratification. Accordingly,
a Resolution seeking Members’ ratification for the remuneration payable to M/s Balwinder &
Associates, Cost Auditors is included in the Notice convening the 44^th Annual General Meeting.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2024-25 were in the
ordinary course of business on arm’s length basis. There were no material transactions made by the
company during the year that would have required members’ approval.

A statement giving details of all related party transactions is placed before the Audit Committee or
quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which
are repetitive in nature.

The Company has adopted a policy to deal with Related Party Transactions as approved by the
Board of Directors and the same is available on its website at www.samratforgings.com/wp-content/
uploads/2022/08/Policy-on-Related-Party-Transactions pdf

In accordance with Section 134(h) of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014, Form AOC-2 is enclosed at Annexure 3 to this Report. The detail of the
related party transactions as per IND-AS, are set out in Note 39 to the Financial Statements.
CODE OF CONDUCT

The company has framed and adopted a Code of Conduct (the Code) which is applicable to the
Members of the Board and members of the senior management of the company. It lays down the
standard procedure of business conduct which is expected to be followed by the Directors and
members of the senior management in their business dealings and in particular on matters relating
to integrity in the work place, in business practices and in compliance of applicable laws The code
has been posted on the website of the Company i.e. www.samratforgings.com.

All the Board Members and the Senior Management personnel have confirmed compliance with the
Code during the financial year ended 31^st March, 2025.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed prescribed Indian Accounting Standards (Ind AS) in preparation of its
financial statements for the financial year under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud
and mismanagement, if any. The details of the policy are explained in the Corporate Governance
Report forms a part of this report.

The Whistle Blower Policy to provide Vigil Mechanism for Directors and Employees is available on
the website of the company at the web link https://samratforgings.com/wp-content/uploads/2025/06/
Whistle-Blower-Policy-and-Vigil-Mechanism.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has laid down adequate internal financial controls. The details in respect of internal
financial control and their adequacy are included in the Management Discussion and Analysis, which
forms a part of this report.

PREVENSION OF SEXUAL HARASSMENT POLICY

The Company has adopted and put in place anti sexual harassment policy in line with the
requirements of the Sexual Flarassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules there under The Policy aims to provide protection to women at the
workplace and prevent and redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working environment. The Company has
constituted an Internal Complaints Committee to enquire into and redress complaints received, if any,
regarding sexual harassment. During the financial year 2024-25:

Number of complaints received: 0

Number of complaints disposed off: Not applicable

Number of complaints pending for more than 90 days: Not applicable

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the benefits as prescribed under the Act. The
Company remains committed to supporting working mothers and promoting a gender inclusive
workplace.

INDUSTRIAL RELATIONS

Your Company is continuously maintaining healthy, cordial and harmonious industrial relations at all
levels. Industrial relations and work atmosphere remained cordial throughout the financial year under
review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

No material changes have occurred or commitments made after 31^st March, 2025, which may affect
the financial position of the Company or require disclosure.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions relating to Corporate Social Responsibility (CSR) were
not applicable to the Company, as it did not meet the financial thresholds prescribed under Section
135(1) of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS,
COURTS OR TRIBUNALS

During the year under review there has been no such significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company''s operations in future.

THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was neither any application made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the period under review.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITU¬
TIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not made one-time settlement therefore, the same
is not applicable.

RISK MANAGEMENT

Risk Management is an important part of business in today’s economic environment and an ongoing
process within the Company. The main aim of risk management is to identify, monitor and take
precautionary measures in respect of the events that may pose risks to the business. Your company
is always endeavored to identify and take appropriate and timely action to mitigate all type of risks
involved in business of the company and in this regard a policy on risk management has been
adopted by the Company. At present the company has not identified any element of risk which may
threaten the existence of the company As the company is not in the top 1000 listed entities, based
on the market capitalization as at the end of the preceding financial year and also not a high value
debt listed entity, therefore, the provisions of listing regulations to constitute Risk Management
Committee are not applicable to the company.

SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate strong commitment to safety, health and environment which
have been adopted as core organizational values. The Company ensures safety and audits its
facilities in accordance with statutory and regulatory requirements and the Directors review these areas
periodically. Employees are continuously made aware of hazards / risks associated with their job and
their knowledge and skills are updated through requisite training to meet any emergency. The
Company encourages involvement of all its employees in activities related to safety, including
promotion of safety standards. There were no major accidents in the plants during the year. Stringent
quality control for all products and raw materials has been incorporated and the Company has well
equipped laboratory to ensure quality control.

The Company has accredited with IATF 16949:2016 Certification from TUV SUD. Regular audits
are conducted under this Certification.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which covers the state
of the Company’s affairs is annexed herewith and forms part of this report.

CORPORATE GOVERNANCE

A report on corporate governance together with the Certificate from Ms Arshdeep Kaur Judge,
Practicing Company Secretary, confirming compliance of corporate governance norms as stipulated
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed
herewith and forms a part of this report.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

CODE FOR PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 (‘PIT Regulations’), the Company has formulated the Code of Conduct for
Prevention of Insider Trading (“Code”) to regulate and monitor trading by Designated Persons (DPs)
and their immediate relatives. The Code, inter alia, lays down the procedures to be followed by DPs
while trading/ dealing in Company shares and while sharing Unpublished Price Sensitive Information
(UPSI). The Code includes the Company’s obligation to maintain the digital database, mechanism
for prevention of insider trading and handling of UPSI, process to familiarise with the sensitivity of
UPSI, transactions which are prohibited and manner in which permitted transactions in the securities
of the Company shall be carried out.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS AND
SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year no dividend or shares were due to be transferred to Investor Education and
Protection Fund.

LISTING OF SHARES

The shares of the Company are listed on BSE Limited. The Annual Listing fee for the FY 2025¬
26, has been duly paid to the stock exchange.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of the applicable provisions of the Companies Act, 2013, Mr. Rakesh M. Kumar, Managing
Director, Mr. Sandeep Kumar, Company Secretary and Mr. A.P.S. Grover, Chief Financial Officer
of the Company are the Key Managerial Personnel (KMP) of the Company as on 31^st March, 2025.
There has been no change in the KMP’s of the Company during the year under review.

PARTICULARS OF EMPLOYEES

The detail pertaining to remuneration and other details as required under section 197 of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 for the financial year 2023-24 is annexed as Annexure- 4 and
forms a part of this report. In terms of first proviso to Section 136 of the Companies Act, 2013,
this report and the financial statements are being sent to the Members and others entitled thereto,
excluding the information on employees’ particulars as required pursuant to provisions of Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The said information is available for inspection by the Members at the Registered Office of the
Company during business hours on working days of the Company upto the date of the ensuing
AGM. If any Member wishes to obtain a copy thereof, such Member may write to the Company
Secretary at [email protected].

SUSTAINABILITY INITIATIVE AND BUSINESS RESPONSIBITY REPORT

Your Company is conscious of its responsibility towards preservation of natural resources and takes
various initiatives to reduce the consumption of electricity and water. The provisions of Regulation
34(2)(f) of the Listing Regulations regarding Business Responsibility Report are not applicable to
the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOR¬
EIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings
and outgo, as required to be disclosed under the Companies Act, 2013 are provided in Annexure-
5 to this Report.

ACKNOWLEDGEMENT

Your Directors place on record their heartfelt appreciation to the stakeholders, bankers, financial
institutions, government agencies for their co-operation and support to the Company and looking
forward to their continued support for the future plans of the Company.

We extend our gratitude to our business associates and suppliers for their collaboration with the
Company. Also, we wish to acknowledge the diligent service of the workers and employees at all
levels. Last but not least, we express our sincere thanks to our valued shareholders for their
unwavering support and the trust they have placed in the Company.

For and on behalf of the Board

Place: Derabassi Rakesh M. Kumar Ritu Joshi

Dated: 30.07.2025 Managing Director Director

(DIN: 00066497) (DIN: 01598873)

---

Mar 31, 2024

Your directors have pleasure in presenting the 43^rd Annual Report together with Audited Financial Statements of the Company for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS

The financial summary of the Company for the year under review is given below for your consideration:

Particulars (Rs. in Lakhs)

	Year ended	Year ended
	31.03.2024	31.03.2023
Net Operating Revenue	16,202.83	18,131.45
Other Income	91.31	35.87
Profit before Finance Cost, Depreciation, Exceptional items and tax	1,393.21	1,524.92
Finance Cost	599.93	506.00
Depreciation	364.66	322.23
Profit before exceptional items & tax	428.62	696.69
Exceptional items	0.21	2.01
Profit before tax	428.83	698.70
Provision for current tax	0.00	80.59
Deferred tax	123.20	122.49
Income tax of previous year	8.22	7.00
Net profit after tax	297.41	488.62
Other Comprehensive Income (net of tax)	10.24	15.81
Total Comprehensive Income	307.65	504.43
Transfer to General Reserve	0.00	0.00

OPERATIONAL REVIEW

Continuing with positive momentum of previous fiscal year FY 2022-23, the company started FY 2023-24 with robust sales. The steel prices too started to cool down thus putting less pressure on working capital in H1. However, market slowed down in H2 and sales slumped. This is largely due to less spending on infrastructure and agriculture in H2 after the Parliamentary Lok Sabha elections were announced.

In the above backdrop, the Company managed to achieve turnover of Rs. 162 Crores during the financial year ended 31st March 2024. With continued focus on cost front, the Company, despite above adverse factor, has earned profit before tax of 4.29 crore against the previous year’s profit before tax of 6.99 crore; profit after tax (before other comprehensive income) of Rs. 2.97 (previous year: Rs. 4.89 crore) translated into Earning Per Share of Rs. 5.95 (previous year: Rs. 9.77). Total comprehensive income (net of tax) for the year stood at Rs. 3.08 crore as against Rs. 5.04 crore of previous year.

No material changes and commitments which could affect your Company’s financial position for FY 2023-24 have occurred between the end of the financial year of your Company and date of this report.

FUTURE PROSPECTS/ EXPANSION

The Indian economy is expected to sustain its growth momentum in 2025 due to stable Government at Center, and its industry positive policies. Despite the challenges such as escalating input costs, higher inflation etc. company does not foresee any major challenges. Tractor industry where your company has major supplies and new businesses coming from nontractor segment, overseas customers like Railways and construction equipment manufacturers and focus on exports, it is expected that the company would be able to make its business grow in coming years.

The company has developed many new parts both for domestic as well as export markets and is very confident of growth. The Company has expanded its production capacity during the financial year 2023-24 and more machines are planned in forging as well as machining division to strengthen production capacities of the Company.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves.

CAPITAL STRUCTURE

There has been no change in the Capital Structure of the Company during the FY 2023-24.

The Company has not issued any bonus shares, Employee Stock Option Schemes, Shares with Differential rights etc. Further, there were no instances of buy back of shares during the year under review.

DIVIDEND

The Directors does not recommend any dividend for the year under review and rather prefer to conserve the resources and plough back the accrued profits into the Company.

The provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations), 2015, regarding formulation of dividend distribution policy are not applicable to the Company.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on 31^st March, 2024 is available on the website of the Company at the web link https://samratforgings.com/wp-content/uploads/2024/08/Annual-Return-2023-24.pdf

DEPOSITS

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

DIRECTORS

I. Appointment/Cessation of Directors

In the last Annual General Meeting, held on 30^th September, 2023, the Members had reappointed Mr. Rakesh M Kumar as Managing Director of the Company for a period of three years with effect from December 1, 2023.

Mr. Ajay Arora (DIN: 00314161) Independent Director has resigned with effect from closure of business hours on August 21, 2024 due to his other professional commitments. The Board at its meeting held on August 27, 2024 recorded its deep appreciation for his valuable contribution to the Company during his tenure as an Independent Director of the Company.

The Board, on the recommendation of its Nomination & Remuneration Committee, has appointed Mrs. Amita Arora (DIN: 10752924) as an Additional Director (Non-Executive Independent) of the Company with effect from August 31, 2024. She holds office upto the date of the ensuing Annual General Meeting. The Company has received notice under Section 160 of the Companies Act, 2013 from a Member signifying intention to propose Mrs. Amita Arora to be appointed as an Independent Director for five years at the ensuing Annual General Meeting. The Directors recommends her appointment as an Independent Director for a term of five years in the ensuing Annual General Meeting of the Company.

Tenure of the first term of five years of Ms Niveta Sharma (DIN: 08056816) as an Independent Director is completing on November 14, 2024 and she has offered herself for reappointment. Based on the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held on August 27, 2024 has proposed to the members of the company the reappointment of Ms Niveta Sharma as an Independent Director for another term of five years with effect from November 15, 2024.

Further, in terms of section 152 of the Companies Act, 2013, Mrs. Bindu Chowdhary (DIN: 01154263), Director is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

The details of the directors being recommended for appointment/re-appointment are contained in the Notice convening the ensuing 43^rd Annual General Meeting of the Company.

II. Declaration by Independent Directors

All Independent Directors have given declaration to the Company that they meet the criteria of ‘independence’ set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the Companies Act, 2013. The Board is of the opinion that the Independent Directors of the Company hold high standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

III. Meetings of the Board

Six Board meetings of the Company were held during the financial year 2023-24 on following dates:

I. 20.05.2023, II. 12.08.2023, III. 27.09.2023, IV. 14.11.2023, V. 10.02.2024 and VI. 30.03.2024

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Attendance detail in board meetings is provided in the Corporate Governance Report forms a part of this report.

One meeting of Independent Directors was held on 23.03.2024 during the year under review which was attended by all three Independent Directors of the Company i.e. Mr. Ajay Arora, Mr. Satish Chander Sharma and Ms. Niveta Sharma.

IV. Board Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has put in place a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation:-

a. Criteria for evaluation of the Board of Directors as a whole:

i. Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role

vi. Overall performance of the Company

b. Criteria for evaluation of the Board Committees

i. Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Committee

v. Role of Committees.

vi. Contribution to the decision making process of the Board.

c. Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

vi. The evaluation of independent directors shall be done by the entire board of directors which shall include -

a. Performance of the directors; and

b. fulfillment of the independence criteria as specified in these regulations and their independence from the management:

According to the above criteria, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. A structured questionnaire was prepared based on the above said parameters and after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties, obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its stakeholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who have also reviewed the performance of the Company Secretary.

The Independent Directors had met separately on 23.03.2024 without the presence of NonIndependent Directors and the members of management and discussed, inter-alia, the performance of non-Independent

Directors and Board as a whole and the performance of the Chairman of the Board after taking into consideration the views of Executive and Non-Executive Directors of the Company.

The Directors express their satisfaction over the evaluation process.

V. Nomination and Remuneration Policy

On recommendations of the Nomination and Remuneration Committee, the Board has adopted a policy for selection and appointment of Directors, KMP and Senior Management and their remuneration titled as Remuneration Policy. The extract/salient features of the Remuneration Policy of the Company are attached as Annexure 1 to this report and forms part of this report of the Board of Directors. The detailed policy is available on the website of the company and can be accessed at weblink www.samratforgings.com/wp-content/uploads/2022/08/Remunera-tion-Policy.pdf

VI. Familiarization Programme for Independent Directors

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has imparted the familiarization programme for Independent Directors detail whereof is available on the website of the Company at the web link https:// samratforgings.com/wp-content/uploads/2024/08/Familiarisation-programmes-conducted-for-F.Y.-2023-24.pdf

VII. Statement regarding opinion of the Board with regard to integrity, expertise and experience (Including the proficiency) of the Independent Directors appointed during the year

No appointment/re-appointment of any Independent Director made during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the directors to the best of their knowledge and belief, confirm that:

(i) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) adequate internal financial controls to be followed by the Company have been laid down and such internal financial controls were operating effectively during the Financial Year ended 31^st March, 2024;

(vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively throughout the Financial Year ended 31^st March, 2024.

COMMITTEES OF THE BOARD

The Board has the following committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

All the recommendations made by the Committees, including the Audit Committee were accepted by the Board. The details of composition, powers and duties, meetings and attendance therein are provided in the Corporate Governance Report which forms a part of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiary, Joint Venture or Associate Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any loans or guarantees and it has also not made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the company during the year under review.

STATUTORY AUDITORS & AUDITORS’ REPORT

M/s Rajesh Aggarwal & Associates, Chartered Accountants (ICAI Firm Registration Number 009831N) were appointed as Statutory Auditors of the company in 41^st Annual General Meeting (AGM) of the company held on 30^th September, 2022 for a term of five years i.e. till the conclusion of 46^th AGM of the Company to be held in the year 2027. However, they have tendered their resignation to act as the Statutory auditors of the Company with effect from closing business hours of August 14, 2024.

To fill up this casual vacancy, the Board in its meeting held on August 14, 2024 has approved the appointment of M/s Rattan Kaur & Associates, Chartered Accountants (Firm Registration No.: 022513N) as the Statutory Auditors of the Company till the conclusion of ensuing Annual General Meeting. Subsequently, based on the recommendation of the Audit Committee, the Board in its meeting held on August 27, 2024 has approved the appointment of M/s Rattan Kaur & Associates as Statutory Auditors of the Company for five years from the conclusion of the ensuing Annual General Meeting subject to the approval of the members of the Company. Your Company has received an eligibility letter from the Auditors for their appointment in accordance with Sections 139 and 141 of the Act. Necessary resolutions have been put in the notice of the ensuing Annual General Meeting for getting approval of shareholders for appointment done in casual vacancy and also for further appointment for the term of 5 years from the conclusion of Annual General Meeting.

The Audit Report given by the Statutory Auditors on the financial statements of the Company for the financial year 2023-24 forms part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer given by the Auditors in their report.

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed Anil Negi & Company, Practicing Company Secretaries (Certificate of Practice No. 17213) to undertake the Secretarial Audit of the Company. However, Anil Negi & Company had resigned as Secretarial Auditor of the Company for the Financial Year 2023-24 due to personal reasons. Consequently, the Board in its meeting held on March 30, 2024, appointed Ms Arshdeep Kaur Judge, Company Secretary in Practice (C.P. No. 27198) as Secretarial Auditor of the Company, to conduct the Secretarial Audit of the Company for Financial Year 2023-24. The Secretarial Audit Report received from the said auditor is annexed to this report as Annexure- 2. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS AND THEIR REPORT

The Company is maintaining cost records according to the provisions of Section 148(1) of the Companies Act, 2013.The Board of Directors had appointed M/s Balwinder & Associates, Cost Accountants (Firm Registration Number 000201), as the Cost Auditors of the Company for the Financial Year 2023-24. The Cost Auditor has submitted their report and the said report does not contain any qualification, reservation or adverse remark.

The Board of Directors on recommendation of the Audit Committee, reappointed M/s Balwinder & Associates, Cost Accountants (Firm Registration Number 000201), as Cost Auditors of the Company for the Financial Year 2024-25 under Section 148 of the Companies Act, 2013. M/s Balwinder & Associates have confirmed that their appointment is within the limits of Section 141 (3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under sub section (3) of Section 141 read with sub section (5) of Section 148 of The Companies Act 2013.

The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm’s length relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Members’ ratification for the remuneration payable to M/s Balwinder & Associates, Cost Auditors is included in the Notice convening the 43^rd Annual General Meeting.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2023-24 were in the ordinary course of business on arm’s length basis. There were no material transactions made by the company during the year that would have required members’ approval.

A statement giving details of all related party transactions is placed before the Audit Committee or quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Company has adopted a policy to deal with Related Party Transactions as approved by the Board of Directors and the same is available on its website at www.samratforgings.com/wp-content/uploads/2022/08/Policy-on-Related-Party-Transactions.pdf

In accordance with Section 134(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, Form AOC-2 is enclosed at Annexure 3 to this Report. The detail of the related party transactions as per IND-AS, are set out in Note 38 to the Financial Statements.

CODE OF CONDUCT

The company has framed and adopted a Code of Conduct (the Code) which is applicable to the Members of the Board and members of the senior management of the company. It lays down the standard procedure of business conduct which is expected to be followed by the Directors and members of the senior management in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in compliance of applicable laws. The code has been posted on the website of the Company i.e. www.samratforgings.com.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code during the financial year ended 31^st March, 2024.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed prescribed Indian Accounting Standards (Ind AS) in preparation of its financial statements for the financial year under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the policy are explained in the Corporate Governance Report forms a part of this report.

The Whistle Blower Policy to provide Vigil Mechanism for Directors and Employees is available on the website of the company at the web link www.samratforgings.com/wp-content/uploads/ 2021/08/Whistle-Blower-Policy-and-Vigil-Mechanism.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has laid down adequate internal financial controls. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms a part of this report.

PREVENSION OF SEXUAL HARASSMENT POLICY

The Company has adopted and put in place anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. The Policy aims to provide protection to women at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. The Company has constituted an Internal Complaints Committee to enquire into and redress complaints received, if any, regarding sexual harassment. The Committee has not received any complaint of sexual harassment during the financial year 2023-24.

INDUSTRIAL RELATIONS

Your Company is continuously maintaining healthy, cordial and harmonious industrial relations at all levels. Industrial relations and work atmosphere remained cordial throughout the financial year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes have occurred or commitments made after 31^st March, 2024, which may affect the financial position of the Company or require disclosure.

CORPORATE SOCIAL RESPONSIBILITY

Keeping with Company’s core value of Good Corporate Citizenship, your Company is committed to its social responsibility by taking various initiatives that would benefit society. In line with the Company’s CSR Policy and CSR thrust areas, your Company’s CSR efforts are directed towards public health, community welfare and education. Most of the activities, particularly relating to community welfare, health and education, being planned by giving due attention to the needy and underprivileged community as key beneficiaries.

On Public health front, the Company has provided medical equipment’s & material to the Civil Hospital, Derabassi (Punjab) to augment their infrastructure for the welfare of the community.

The Annual Report on CSR activities is annexed as “Annexure 4” to this report.

The CSR policy is uploaded on the website of the Company and can been accessed from the web link https://samratforgings.com/wp-content/uploads/2023/08/Corporate-Social-Responsibil-ity-Policy.pdf

Since, the amount required to be spent is less than rupees fifty lakh, therefore pursuant to the provisions of the Companies Act, 2013 (Act), constitution of Corporate Social Responsibility Committee is not mandatorily required to the Company. Hence, the said committee has not yet been constituted and the Board is discharging the functions of such committee according to the provisions of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was neither any application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

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

During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.

RISK MANAGEMENT

Risk Management is an important part of business in today’s economic environment and an ongoing process within the Company. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks to the business. Your company is always endeavored to identify and take appropriate and timely action to mitigate all type of risks involved in business of the company and in this regard a policy on risk management has been adopted by the Company. At present the company has not identified any element of risk which may threaten the existence of the company. As the company is not in the top 1000 listed entities, based on the market capitalization as at the end of the preceding financial year and also not a high value debt listed entity, therefore, the provisions of listing regulations to constitute Risk Management Committee are not applicable to the company.

SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate strong commitment to safety, health and environment which have been adopted as core organizational values. The Company ensures safety and audits its facilities in accordance with statutory and regulatory requirements and the Directors review these areas periodically. Employees are continuously made aware of hazards / risks associated with their job and their knowledge and skills are updated through requisite training to meet any emergency. The Company encourages involvement of all its employees in activities related to safety, including promotion of safety standards. There were no major accidents in the plants during the year. Stringent quality control for all products and raw materials has been incorporated and the Company has well equipped laboratory to ensure quality control.

The Company has accredited with IATF 16949:2016 Certification from TUV SUD. Regular audits are conducted under this Certification.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which covers the state of the Company’s affairs is annexed herewith and forms part of this report.

CORPORATE GOVERNANCE

A report on corporate governance together with the Certificate from Ms Arshdeep Kaur Judge, Practicing Company Secretary, confirming compliance of corporate governance norms as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith and forms a part of this report.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CODE FOR PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations’), the Company has formulated the Code of Conduct for Prevention of Insider Trading (“Code”) to regulate and monitor trading by Designated Persons (DPs) and their immediate relatives. The Code, inter alia, lays down the procedures to be followed by DPs while trading/ dealing in Company shares and while sharing Unpublished Price Sensitive Information (UPSI). The Code includes the Company’s obligation to maintain the digital database, mechanism for prevention of insider trading and handling of UPSI, process to familiarise with the sensitivity of UPSI, transactions which are prohibited and manner in which permitted transactions in the securities of the Company shall be carried out.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year no dividend or shares were due to be transferred to Investor Education and Protection Fund.

LISTING OF SHARES

The shares of the Company are listed on BSE Limited. The Annual Listing fee for the FY 202425, has been duly paid to the stock exchange.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of the applicable provisions of the Companies Act, 2013, Mr. Rakesh M. Kumar, Managing Director, Mr. Sandeep Kumar, Company Secretary and Mr. A.P.S. Grover, Chief

Financial Officer of the Company are the Key Managerial Personnel (KMP) of the Company as on 31^st March, 2024. There has been no change in the KMP’s of the Company during the year under review.

PARTICULARS OF EMPLOYEES

The detail pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2023-24 is annexed as Annexure-5 and forms a part of this report. In terms of first proviso to Section 136 of the Companies Act, 2013, this report and the financial statements are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars as required pursuant to provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing AGM. If any Member wishes to obtain a copy thereof, such Member may write to the Company Secretary at [email protected].

SUSTAINABILITY INITIATIVE AND BUSINESS RESPONSIBITY REPORT

Your Company is conscious of its responsibility towards preservation of natural resources and takes various initiatives to reduce the consumption of electricity and water. The provisions of Regulation 34(2)(f) of the Listing Regulations regarding Business Responsibility Report are not applicable to the company.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 are provided in Annexure- 6 to this Report.

ACKNOWLEDGEMENT

Your Directors place on record their heartfelt appreciation to the stakeholders, bankers, financial institutions, government agencies for their co-operation and support to the Company and looking forward to their continued support for the future plans of the Company.

We extend our gratitude to our business associates and suppliers for their collaboration with the Company. Also, we wish to acknowledge the diligent service of the workers and employees at all levels. Last but not least, we express our sincere thanks to our valued shareholders for their unwavering support and the trust they have placed in the Company.

For and on behalf of the Board

Place: Derabassi Rakesh M. Kumar Ritu Joshi

Dated: 27.08.2024 Managing Director Director

(DIN: 00066497) (DIN: 01598873)

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Mar 31, 2023

The directors have pleasure in presenting the 42^nd Annual Report together with Audited Financial Statements of the Company for the financial year ended 31^st March, 2023.

FINANCIAL RESULTS

The financial summary of the Company for the year under review is given below for your consideration:

Particulars	Year ended 31.03.2023	(Rs. in Lakhs) Year ended 31.03.2022
Net Operating Revenue	18,131.45	13,948.62
Other Income	35.87	48.78
Profit before Finance Cost, Depreciation, Exceptional items and tax	1,524.92	1,291.60
Finance Cost	506.00	486.64
Depreciation	322.23	286.83
Profit before exceptional items & tax	696.69	518.13
Exceptional items	2.01	0.34
Profit before tax	698.70	518.47
Provision for current tax	80.59	121.00
Deferred tax	122.49	32.74
Income tax of previous year	7.00	8.46
Net profit after tax	488.62	356.27
Other Comprehensive Income (net of tax)	15.81	4.63
Total Comprehensive Income	504.43	360.90
Transfer to General Reserve	0.00	0.00

OPERATIONAL REVIEW

After the adverse impact of COVID 19 pandemic during recent past, the Forgings Industry has picked up momentum during the financial year 2022-23. The overall scenario intermittently has posed different challenges like increase in price of raw material and other consumables, supply chain related issues more particularly procurement of raw material, availability of required manpower etc. However, the Company by effectively managing all related matters, continued to do well and yet again able to post its highest ever performance.

In the above backdrop, the Company has achieved its highest ever turnover during the financial year ended 31st March, 2023. The net operating revenue for FY 2022-23 stood at Rs. 181.31 crore as against Rs. 139.49 crore of previous year. With continued focus on cost front, the Company has earned profit before tax of Rs. 6.99 crore against the previous year’s profit before tax of Rs. 5.18 crore; profit after tax (before other comprehensive income) of Rs. 4.89 crore (previous year: Rs. 3.56 crore) translated into Earning Per Share of Rs. 9.77 (previous year: Rs. 7.13). Total comprehensive income (net of tax) for the year stood at Rs. 5.04 crore as against Rs. 3.61 crore of previous year.

No material changes and commitments which could affect your Company’s financial position for FY 2022-23 have occurred between the end of the financial year of your Company and date of this report.

FUTURE PROSPECTS/ EXPANSION

The Indian automotive industry is expected to sustain its growth momentum in 2023 despite the challenges such as escalating input costs, higher inflation etc. Tractor industry whereof your company has major supplies and new businesses coming from non-tractor segment, overseas customers like Railways and construction equipment manufacturers and focus on exports, it is expected that the company would be able to make its business grow in coming years.

The company has developed many new parts both for domestic as well as export markets and is very confident of growth. The Company has expanded its production capacity during the financial year 2022-23, which has resulted in increased sales and value addition. More machines are planned in forging as well as machining division to strengthen production capacities of the Company.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves.

CAPITAL STRUCTURE

There has been no change in the Capital Structure of the Company during the FY 2022-23.

The Company has not issued any bonus shares, Employee Stock Option Schemes, Shares with Differential rights etc. Further, there were no instances of buy back of shares during the year under review.

DIVIDEND

The Directors does not recommend any dividend for the year under review and rather prefer to conserve the resources and plough back the accrued profits into the Company.

The provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations), 2015, regarding formulation of dividend distribution policy are not applicable to the Company.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on 31^st March, 2023 is available on the website of the Company at the web link https://samratforgings.com/wp-content/ uploads/2023/08/Annual-Return-2022-23.pdf

DEPOSITS

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

DIRECTORS

I. Appointment/Cessation of Directors

During the financial year 2022-23, Sh. Ashok Lakhanpal (DIN: 03617355), Independent Director of the Company demised on 02.04.2022 and ceased to be director from that date. The Board places on

record its appreciation for his invaluable contribution and guidance during his association as Director of the Company and also expresses its deep condolences to his family members.

The Board, on the recommendation of Nomination & Remuneration Committee, had appointed Sh. Satish Chander Sharma (DIN: 09654654) as an Additional Director (Non Executive Independent) of the Company with effect from 30^th June, 2022 for a term of five years, which was subsequently approved by the Members in 41^st Annual General Meeting of the Company held on 30^th September, 2022.

Sh. Rakesh M. Kumar (DIN: 00066497) was appointed as Managing Director of the Company for term of three years and his term is completing on 30^th November, 2023. The Board on recommendation of the Nomination & Remuneration Committee has approved his re-appointment as Managing Director of the Company for a term of three years w.e.f. December 1,2023, subject to the approval of Members of the Company. The approval of the Members regarding re-appointment of Sh. Rakesh M Kumar as Managing Director is proposed to be sought in the forthcoming Annual General Meeting of the Company.

Further, In terms of section 152 of the Companies Act, 2013, Mrs. Ritu Joshi (DIN: 01598873), Director is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

The details of the directors being recommended for appointment/re-appointment are contained in the Notice convening the ensuing 42^nd Annual General Meeting of the Company.

II. Declaration by Independent Directors

All Independent Directors have given declaration to the Company that they meet the criteria of ‘independence’ set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the Companies Act, 2013. The Board is of the opinion that the Independent Directors of the Company hold high standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

III. Meetings of the Board

Nine Board meetings of the Company were held during the financial year 2022-23 on following dates:

I. 27.04.2022, II. 18.05.2022, III. 30.06.2022, IV. 23.07.2022, V. 13.08.2022, VI. 26.08.2022, VII. 12.11.2022, VIII. 11.02.2023 and IX. 29.03.2023

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Attendance detail in board meetings is provided in the Corporate Governance Report forms a part of this report.

One meeting of Independent Directors was held on 31.03.2023 during the year under review which was attended by all three Independent Directors of the Company i.e. Mr. Ajay Arora, Mr. Satish Chander Sharma and Ms. Niveta Sharma.

IV. Board Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has put in place a framework

containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation:-

a. Criteria for evaluation of the Board of Directors as a whole:

i. Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role

vi. Overall performance of the Company

b. Criteria for evaluation of the Board Committees

i. Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Committee

v. Role of Committees.

vi. Contribution to the decision making process of the Board.

c. Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

vi. The evaluation of independent directors shall be done by the entire board of directors which shall include -

a. Performance of the directors; and

b. fulfillment of the independence criteria as specified in these regulations and their independence from the management:

According to the above criteria, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. A structured questionnaire was prepared based on the above said parameters and after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties, obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its stakeholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who have also reviewed the performance of the Company Secretary.

The Independent Directors had met separately on 31.03.2023 without the presence of NonIndependent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Board after taking into consideration the views of Executive and Non-Executive Directors of the Company.

The Directors express their satisfaction over the evaluation process.

V. Nomination and Remuneration Policy

On recommendations of the Nomination and Remuneration Committee, the Board has adopted a policy for selection and appointment of Directors, KMP and Senior Management and their remuneration titled as Remuneration Policy. The extract/salient features of the Remuneration Policy of the Company are attached as Annexure 1 to this report and forms part of this report of the Board of Directors. The detailed policy is available on the website of the company and can be accessed at weblink www.samratforgings.com/wp-content/uploads/2022/08/Remuneration-Policy.pdf

VI. Familiarization Programme for Independent Directors

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has imparted the familiarization programme for Independent Directors detail whereof is available on the website of the Company at the web link https:// samratforgings.com/wp-content/uploads/2023/08/Familiarisation-programmes-conducted-for-EY.-2022-23.pdf

VII. Statement regarding opinion of the Board with regard to integrity, expertise and experience (Including the proficiency) of the Independent Directors appointed during the year

Sh. Satish Chander Sharma (DIN: 09654654) was appointed as Independent Director during the year under review. He has vast experience in Banking, Insurance and Finance and in the opinion of the Board, he hold high standard of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Director.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the directors to the best of their knowledge and belief, confirm that:

(i) in the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) adequate internal financial controls to be followed by the Company have been laid down and such internal financial controls were operating effectively during the Financial Year ended 31^st March, 2023;

(vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively throughout the Financial Year ended 31^st March, 2023.

COMMITTEES OF THE BOARD

The Board has the following committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

All the recommendations made by the Committees, including the Audit Committee were accepted by the Board. The details of composition, powers and duties, meetings and attendance therein are provided in the Corporate Governance Report which forms a part of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiary, Joint Venture or Associate Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any loans or guarantees and it has also not made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the company during the year under review.

STATUTORY AUDITORS & AUDITORS’ REPORT

M/s Rajesh Aggarwal & Associates, Chartered Accountants (ICAI Firm Registration Number 009831N) were appointed as Statutory Auditors of the company in 41^st Annual General Meeting (AGM) of the company held on 30^th September, 2022 for a term of five years i.e. till the conclusion of 46^th AGM of the Company to be held in the year 2027.

The Audit Report given by the Statutory Auditors on the financial statements of the Company for the financial year 2022-23 forms part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer given by the Auditors in their report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed Anil Negi & Company, Practicing Company Secretaries (Certificate of Practice No. 17213) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report received from the said auditor is annexed to this report as Annexure- 2. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST RECORDS AND COST AUDIT

The Company is maintaining cost records according to the provisions of Section 148(1) of the Companies Act, 2013.The Board of Directors had appointed M/s Balwinder & Associates, Cost Accountants (Firm Registration Number 000201), as the Cost Auditors of the Company for the Financial Year 2022-23.The Cost Auditor will submit their report by the due date.

The Board of Directors on recommendation of the Audit Committee, reappointed M/s Balwinder & Associates, Cost Accountants (Firm Registration Number 000201), as Cost Auditors of the Company for the Financial Year 2023-24 under Section 148 of the Companies Act, 2013. M/s Balwinder& Associates have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under sub section (3) of Section 141 read with sub section (5) of Section 148 of The Companies Act 2013.

The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arms length relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Members’ ratification for the remuneration payable to M/s Balwinder & Associates, Cost Auditors is included in the Notice convening the 42^nd Annual General Meeting.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2022-23 were in the ordinary course of business on arm’s length basis. There were no material transactions made by the company during the year that would have required members’ approval.

A statement giving details of all related party transactions is placed before the Audit Committee or quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Company has adopted a policy to deal with Related Party Transactions as approved by the Board of Directors and the same is available on its website at www.samratforgings.com/wp-content/ uploads/2022/08/Policy-on-Related-Party-Transactions.pdf

In accordance with Section 134(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, Form AOC-2 is enclosed at Annexure 3 to this Report. The detail of the related party transactions as per IND-AS, are set out in Note 38 to the Financial Statements.

CODE OF CONDUCT

The company has framed and adopted a Code of Conduct (the Code) which is applicable to the Members of the Board and members of the senior management of the company. It lays down the standard procedure of business conduct which is expected to be followed by the Directors and members of the senior management in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in compliance of applicable laws. The code has been posted on the website of the Company i.e. www.samratforgings.com.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code during the financial year ended 31^st March, 2023.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed prescribed Indian Accounting Standards (Ind AS) in preparation of its financial statements for the financial year under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the policy are explained in the Corporate Governance Report forms a part of this report.

The Whistle Blower Policy to provide Vigil Mechanism for Directors and Employees is available on the website of the company at the web link www.samratforgings.com/wp-content/uploads/2021/08/ Whistle-Blower-Policy-and-Vigil-Mechanism.pdf

FRAUD REPORTING

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has laid down adequate internal financial controls. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms a part of this report.

PREVENSION OF SEXUAL HARASSMENT POLICY

The Company has adopted and put in place anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. The Policy aims to provide protection to women at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. The Company has constituted an Internal Complaints Committee to enquire into and redress complaints received, if any, regarding sexual harassment. The Committee has not received any complaint of sexual harassment during the financial year 2022-23.

INDUSTRIAL RELATIONS

Your Company is continuously maintaining healthy, cordial and harmonious industrial relations at all levels. Industrial relations and work atmosphere remained cordial throughout the financial year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes have occurred or commitments made after 31^st March, 2023, which may affect the financial position of the Company or require disclosure.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility (CSR) became applicable to the company during the financial year under review. Accordingly a policy on corporate social responsibility has been approved and adopted by the Board. The CSR policy is uploaded on the website of the Company and can been accessed from the web link https://samratforgings.com/wp-content/uploads/2023/08/ Corporate-Social-Responsibility-Policy.pdf

Since, the amount required to be spent is less than rupees fifty lakh, therefore pursuant to the provisions of the Companies Act, 2013 (Act), constitution of Corporate Social Responsibility Committee is not mandatorily required to the Company. Hence, the said committee has not yet been constituted and the Board is discharging the functions of such committee according to the provisions of the Act.

CSR became applicable to the Company first time in the Financial Year 2022-23. The Company was not familiar with the provisions of CSR. After, it came to know about this liability, the Company started looking into appropriate and eligible projects as per Schedule VII of the Act. However, no such projects could be identified in time to utilize the CSR obligation for the year, and owing to the lack of any earlier experience and expertise in CSR activities, the management found it appropriate that, instead of retaining the funds without concrete action plan, pursuant to the second proviso of sub section (5) of Section 135 of the Act, the unspent CSR amount this time shall be transferred to any of the funds prescribed under Schedule VII of the Act within six months from the end of the financial year. In compliance of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities is annexed as Annexure 4 to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was neither any application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

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

During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.

RISK MANAGEMENT

Risk Management is an important part of business in today’s economic environment and an ongoing process within the Company. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks to the business. Your company is always endeavored to identify and take appropriate and timely action to mitigate all type of risks involved in business of the company and in this regard a policy on risk management has been adopted by the Company. At present the company has not identified any element of risk which may threaten the existence of the company. As the company is not in the top 1000 listed entities, based on the market capitalization as at the end of the preceding financial year and also not a high value debt listed entity, therefore, the provisions of listing regulations to constitute Risk Management Committee are not applicable to the company.

SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate strong commitment to safety, health and environment which have been adopted as core organizational values. The Company ensures safety and audits its facilities in accordance with statutory and regulatory requirements and the Directors review these areas periodically. Employees are continuously made aware of hazards / risks associated with their job and their knowledge and skills are updated through requisite training to meet any emergency. The Company encourages involvement of all its employees in activities related to safety, including promotion of safety standards. There were no major accidents in the plants during the year. Stringent quality control for all products and raw materials has been incorporated and the Company has well equipped laboratory to ensure quality control.

The Company has accredited with IATF 16949:2016 Certification from TUV SUD. Regular audits are conducted under this Certification.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which covers the state of the Company’s affairs is annexed herewith and forms part of this report.

CORPORATE GOVERNANCE

A report on corporate governance together with the Certificate from Anil Negi & Company, Practicing Company Secretaries, confirming compliance of corporate governance norms as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith and forms a part of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year no dividend or shares were due to be transferred to Investor Education and Protection Fund.

LISTING OF SHARES

The shares of the Company are listed on BSE Limited. The Annual Listing fee for the FY 2023-24, has been duly paid to the stock exchange.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of the applicable provisions of the Companies Act, 2013, Mr. Rakesh M. Kumar, Managing Director, Mr. Sandeep Kumar, Company Secretary and Mr. A.P.S. Grover, Chief Financial Officer of the Company are the Key Managerial Personnel (KMP) of the Company as on 31^st March, 2023. There has been no change in the KMP’s of the Company during the year under review.

PARTICULARS OF EMPLOYEES

The detail pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2022-23 is annexed as Annexure- 5 and forms a part of this report. In terms of first proviso to Section 136 of the Companies Act, 2013, this report and the financial statements are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars as required pursuant to provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing AGM. If any Member wishes to obtain a copy thereof, such Member may write to the Company Secretary at [email protected].

SUSTAINABILITY INITIATIVE AND BUSINESS RESPONSIBLY REPORT

Your Company is conscious of its responsibility towards preservation of natural resources and takes various initiatives to reduce the consumption of electricity and water. The provisions of Regulation 34(2)(f) of the Listing Regulations regarding Business Responsibility Report are not applicable to the company.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 are provided in Annexure- 6 to this Report.

ACKNOWLEDGEMENT

Your Directors place on record their heartfelt appreciation to the stakeholders, bankers, financial institutions, government agencies for their co-operation and support to the Company and looking forward to their continued support for the future plans of the Company.

We extend our gratitude to our business associates and suppliers for their collaboration with the Company. Also, we wish to acknowledge the diligent service of the workers and employees at all levels. Last but not least, we express our sincere thanks to our valued shareholders for their unwavering support and the trust they have placed in the Company.