Amforge Industries Ltd Directors Report

15. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Conservation of Energy and Technology Absorption:

The Company does not have any manufacturing activities. The particulars prescribed under Section 134 of the Companies Act, 2013 read with rule 8 (3) ofthe Companies (Accounts) Rules, 2014, relating to the conservation of energy and technology absorption does not apply to the limited operations of the Company.

Foreign Exchange Inward - NIL

Foreign Exchange Outward - NIL

16. Directors and Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel:

During the year under review, Mr. Ajit Pandurang Walwaikar (DIN:00022123) was re-appointed as the Non-executive Independent Director of the Company at the 53^rd Annual General Meeting held on 25^th September, 2025, for a 2^nd term of 5 consecutive years w.e.f. 11^th November, 2025 to 10^th November, 2030.

As on 31^st March, 2026, the Board of Directors of the Company comprises of the following Directors:

i) Mr. Puneet Yogiraj Makar (DIN: 00364000)

ii) Mr. Ajit Pandurang Walwaikar (DIN: 00022123)

iii) Ms. Archana Makar Soi (DIN: 02215664)

iv) Mr. Navin Chandramani Sharma (DIN: 09555459)

v) Mr. Sanjay Rajaram Posam (DIN: 09542601)

vi) Mr. Jayesh Vinodchandra Thakkar (DIN: 03474967)

The tenure of Mr. Jayesh Vinodchandra Thakkar (DIN: 03474967) as the Managing Director of the Company shall expire on 23^rd May, 2027. The Nomination and Remuneration Committee and the Board of Directors in their meeting held on 11^th August, 2026 proposed to re-appoint him for three (3) consecutive years w.e.f. 24^th May, 2027, commends the members to pass the said resolution at item no. 3 of the Notice as a Special Resolution.

In accordance with the provisions of section 152 of the Companies Act, 2013 read with the applicable rules thereto, including any statutory modification(s) or re-enactment thereof for the time being in force (‘the Act), Ms. Archana Makar Soi (DIN: 02215664), is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

B. Statement on Independent Directors declaration and disclosure of disqualification by the Directors:

The Company has received the declaration u/s 149(7) of the Companies Act, 2013 ("the Act") from the Independent Director, Mr. Ajit Pandurang Walwaikar (DIN: 00022123), Mr. Sanjay Rajaram Posam (DIN: 09542601) and Mr. Navin Chandramani Sharma (DIN: 09555459) of the Company confirming that they meet the criteria of Independence as prescribed both under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations") and in the opinion of the Board of Directors, the Independent Director fulfill the criteria of independence as provided under the Act, rules made thereunder, read with the Listing Regulations and that they are independent of the management. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs at Mumbai (IICA).

C. Performance evaluation of the Board, Committees & Directors:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual performance evaluation of its individual Directors as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The Directors were evaluated on aspects such as attendance and contribution at Board and Committee meetings, communicating inter se board members and guidance and support to the management outside Board and Committee meetings. The Nomination and Remuneration Committee evaluated the performance of the Board at its whole. The Board as well as the Nomination and Remuneration Committee found the performance to be satisfactory.

D. Directors:

i. Independent Director:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of the independent director was evaluated by the entire Board of Directors (in the absence ofthe director getting evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that the Independent Directors were reputed professionals and brought their rich experience to the deliberations of the Board. The Board also appreciated the contribution made by the Independent Directors in guiding the management to achieving higher growth of the Company.

ii. Familiarization Programme to Independent Directors:

In view of the exemption provided from the provisions of Corporate Governance to the Company

B. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee as on 31^st March 2026 comprises of the following directors: -

• Mr. Sanjay Rajaram Posam- Chairman, Non - Executive Independent Director

• Mr. Ajit Pandurang Walwaikar- Member, Non - Executive Independent Director

• Mr. Navin Chandramani Sharma- Member, Non - Executive Independent Director

The Committee has framed a policy to determine the criteria and qualification for appointment of Directors, positive attributes, independence of Director, attributes for appointment and basis of determination of remuneration and performance evaluation of all the Directors, Key Managerial Personnel and other employees and methods for their sustainability and the same can be accessed on the website of the Company at https:// amforgeindia.in/#Investors

C. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee as on 31^st March 2026 comprises of following directors: -

• Mr. Ajit Pandurang Walwaikar- Chairman, Non - Executive Independent Director

• Mr. Sanjay Rajaram Posam- Member, Non - Executive Independent Director

• Mr. Navin Chandramani Sharma- Member, Non - Executive Independent Director

The role of the Committee is to consider and resolve securities holders complaint. The meetings of the Committee are held once in a quarter and the complaints are responded within the time frame provided.

18. Secretarial Auditor and its 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 Board of Directors had appointed M/s. Hemanshu Kapadia & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2025-26. The Report of the Secretarial Auditor is annexed herewith as Annexure I.

19. Number of meetings of the Board of Directors:

The Board of Directors met Six (6) times during the financial year. The intervening gap between any two meetings was not more than prescribed days under the Companies Act, 2013. Details of dates of Board meeting are as under:

20. Particulars of loans, guarantees or investments under section 186:

The details of inter-corporate loans is provided in Note no. 5 of the Audited Financial Statement of the Company as at 31^st March 2026 and the same is within the prescribed limits under Section 186 of the Companies Act, 2013. The Investments made by the Company including investments in mutual funds is provided in note 4 of the Audited Financial Statement of the Company as at 31^st March 2026. Further, your Company has neither given any guarantee nor provided any security.

21. Particulars of contracts or arrangements with related parties:

The Company, during the year, has entered into transactions, falling within the preview of Section 188(1) of the Companies Act, 2013, with related parties. However, the said transactions were in ordinary course of business and on arms length basis. The transactions being material in nature are disclosed in AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 as Annexure II.

During the year under report, the Company has entered into various related party transactions (Refer Note No. 29 of Financial Statement) which are not falling within the preview of Section 188(1) of the Companies Act, 2013, however, the same are disclosed in financial statements as per Accounting Standards - 18.

22. Deposits:

The Company has neither accepted nor invited any deposit from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit Rules) 2014.

23. Directors Responsibility Statement:

Pursuant to Sections 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures, if any;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

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

d) the Directors had prepared the annual accounts on a going concern basis;

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

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

24. Managerial Remuneration:

The Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(2) and (3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Remuneration paid to Executive Non-Executive Independent Directors during the year 2025-26 are annexed to this Boards report as Annexure III

25. Report on Corporate Governance:

As per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to your Company. Thus, the Company is not required to annex a Report on Corporate Governance.

26. Corporate Social Responsibility (CSR):

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your Company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to formulate a policy on CSR and was not required to constitute a CSR Committee.

27. Risk Assessment and Management:

Your Company has a well-defined Risk Management System in place, as a part of its good Corporate Governance practices. The Board of Directors mitigates plans and reviews these risks from time to time and discusses the same in the Board meetings.

28. Internal Financial Control System and their Adequacy:

The Company has in place adequate internal financial controls concerning financial statements which were tested and no reportable weakness was observed, during the financial year, under review.

29. Secretarial Standards:

The Company complies with the Secretarial Standards 1 and 2 issued by Institute of Company Secretaries of India.

30. Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013:

During the year under review, as the number of employees in the Company was less than 10, the Company was not required to constitute the Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further, during the financial year under review, there were no case of sexual harassment which was pending at the beginning of the year and no case was received during the year and thus, there was no case remaining pending for more than 90 days or at the close of the year.

31. Maternity Benefit

Your Company states that as the number of employees on the payroll of the Company was less than 10 during the year under review, the provisions relating to Maternity Benefit Act 1961 were not applicable to the Company.

32. Cost Audit:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, therefore no such records were required to be maintained.

33. Other Disclosures/Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Names of the Companies who have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year.

c) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

d) 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.

34. Acknowledgements:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the Company by its shareholders, Bankers and various Government agencies. Your Directors also place on record the commitment and involvements of the employees at all levels and look forward to their continuous cooperation.