Forge Auto International Ltd Directors Report

To

The Esteemed Members

Your directors are pleased to present the 2nd Annual Report along with Audited Statement of Accounts and the Auditors Report for the financial year ended March 31st, 2025.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended March 31, 2025 and period ended March 31st, 2024 is as under:

(Figurers. in Lakhs rounded off)

5.N. Particulars	March 31, 2025	March 31, 2024
1 Revenue from operations	20,989.43	16,941.88
2. Other Income	277.55	142.20
3. Gross Total Income	21,266.98	17,084.08
4. Expenditure (excluding depreciation and amortization exp.)	19,633.10	15,993.99
5. Depreciation and amortization exp.	313.66	194.55
6. Profit before taxes	1320.22	895.53
7. Extraordinary and Exceptional items	-	-
8. Tax expense
Current Tax	302.01	229.54
Deferred Tax	65.28	19.60
9. Profit for the period transferred to reserves	952.93	646.40
10. Paid up Capital	1,092.00	804.00
11. Reserves and Surplus	4,730.51	1,254.40
12. Net Worth	5,822.51	2,058.40

2. STATE OF COMPANY AFFAIRS:

During the financial year 2024-25, the revenue from operations stood at ^20,989.43 Lakhs, as compared to ^16,941.88 Lakhs for the period from 25th April, 2023 to 31st March, 2024 (as the company was incorporated on 25th April, 2023).

The Profit After Tax (PAT) for the financial year 2024-25 stood at ^952.93 Lakhs as against ^646.40 Lakhs reported for the period from 25th April, 2023 to 31st March, 2024.

3. BUSINESS OVERVIEW:

The Company was originally formed as a Partnership firm in the name and style of "Auto International" under the provisions of the Partnership Act, 1932 on April 16th, 2001. Later, it was converted into Private Limited Company on a going concern basis under Part -1 of Chapter XXI of the Companies Act, 2013 under the same and style of Forge Auto International Private Limited on April 25th, 2023. Subsequently, the Company was converted into a Public limited company under the Companies Act with the name Forge Auto International Limited pursuant to a fresh certificate of incorporation dated June 01st, 2024. The company is in the business of manufacturing customized closed die hot forging in carbon and alloy steel ranging from 1 Kg to 20 Kg and Aluminum forging of any grade ranging from 500 Gms to 6 kg.

4. CHANGE IN BUSINESS:

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main objects of the Company.

5. DIVIDEND DECLARATION:

With a view to conserve and save the resources for future prospects of the Company, the Board of Directors do not recommend any dividend for the year under review.

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, there is no amount of dividend remaining unclaimed / unpaid and / or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF)

6. TRANSFER TO GENERAL RESERVES:

During the year under review, the Company has not transferred any amount to the General Reserve. The entire profit for the year has been retained in the Profit & Loss Account under the "Reserves and Surplus" head of the Balance Sheet as on 31st March, 2025.

7. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

The Board of Directors had, in its meeting held on 03rd June, 2024, has proposed the Initial Public Offer (IPO) not exceeding 28,80,000 equity shares at such price as may be decided by the Board of Directors in consultation with the Merchant Banker.

The Members of the Company had also approved the proposal of the Board of Directors in their ExtraOrdinary General Meeting held on 04th June, 2024. Pursuant to the authority granted by the Members of the Company, the Board of Directors appointed Hem Securities Limited as Lead Manager and Big Share Services Private Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.

The Company applied to National Stock Exchange of India Limited ("NSE") for in-principle approval for listing its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited has, vide its letter dated 13th September, 2024 granted its In-Principle Approval to the Company.

The Company had filed Prospectus to the Registrar of the Companies, Chandigarh on 30th September, 2024. The Public Issue was opened on Thursday, 26th September, 2024 and closed on Monday, 30th September, 2024. The Basis of Allotment was finalized by Company, Registrar to the issue and Merchant Banker in consultation with the NSE on 01st October, 2024 and allotment was made on 01st October, 2024. The Company has applied for listing of its total equity shares to NSE and it has granted its approval vide its letter dated 03rd October. The trading of equity shares of the Company commenced on 04th October, 2024 at Emerge Platform of NSE.

Utilization of IPO Proceeds

The Company successfully raised ^3,110.40 lakhs through its Initial Public Offering (IPO) and got listed on the NSE SME Platform. Out of the gross proceeds of ^3,110.40 lakhs, an amount of ^284.06 lakhs was utilized towards issue-related expenses, including merchant banker fees, legal and compliance costs, registrar fees, listing fees, and other IPO-related costs.

Accordingly, the net proceeds of ^2,826.34 lakhs were available for deployment towards the objects of the issue as stated in the Offer Document & was utilized as per draft red herring prospectus (DRHP) statement.

(Amount in Rs. Lakhs)

Sr. No. Object as disclosed in offer document	Amount disclosed in offer document	Actual utilized amount up to 31.03.25	Unutilized amount*	Deviation/Variation if any
1 Working Capital	1,900.00	1,827.63	72.37	No Deviation
2 Repayment of Loans	500.00	500.00	-	No Deviation
3 General corporate Purpose	426.34	315.38	110.96	No Deviation
4 Issue Related Expenses	284.06	284.06	-	No Deviation
Total	3,110.40	2,927.07	183.33

8. SHARE CAPITAL:

During the year under review, there were no changes in the Authorised Share Capital of the Company. Further, the following changes were made in the Paid-up Share Capital of the Company:

Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on 01^st October, 2024 has allotted a total of 28,80,000 Equity Shares ^ 10 each at price of ^ 108 per Equity Share (Including a share premium of ^ 98 per equity share) to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with National Stock Exchange of India Limited.

The Share Capital of the Company after these changes stood as follows as on the date of Report:

Authorized Capital: The Authorized Capital of the Company is ^ 11,00,00,000 (Rupees Eleven Crores Only) divided into 1,10,00,000 (Once Crore Ten Lakhs Only) Equity Shares of ^ 10 (Rupees Ten Only) each.

Issued, Subscribed and Paid-Up Capital: The present Paid-up Capital of the Company is ^ 10,92,00,000 (Rupees Ten Crores Ninety-Two Lakhs Only) divided into 1,09,20,000 (One Crore Nine Lakh Twenty Thousand Only) Equity Shares of ^ 10 (Rupees Ten Only) each.

9.DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The board comprises of following directors

Sr. No. Name of Director	Category cum Designation	Date of Appointment	Total No of Directorships in other companies	No of Committees in which director is a member*
1 Rajan Mittal	Promoter and Managing Director	25/04/2023	1	3
2 Parmod Gupta	Promoter and Chairman cum Whole Time Director	25/04/2023	1	2
3 Ansh Jain	Independent Director	01/04/2024	2	4
4 Navneet Kaur	Independent Director	03/06/2024	1	3
5 Bhupinder Preet Kaur	Independent Director	03/06/2024	1	2

*Committee includes Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, and Corporate Social Responsibility Committee

The composition of the Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having the composition of the Board as per Regulation 17 of the Listing Regulations. None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under Section 165 of the Companies Act, 2013.

Board Meetings

The Board of Directors meets at regular intervals to deliberate on key matters concerning the operations, strategy, and overall governance of the Company. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, being the year of listing on the NSE SME Platform, the Company convened and held 17 (Seventeen) Board Meetings on the following dates: 01st April, 2024, 03rd June, 2024, 17th June, 2024, 30th June, 2024, 10th July, 2024, 01st August, 2024, 14st August, 2024, 28st August, 2024, 02nd September, 2024, 14th September, 2024, 19th September, 2024 , 30th September, 2024, 01st October, 2024, 13th November, 2024, 30th December, 2024, 11th January, 2025 and 28th March, 2025.

The necessary quorum was present for all the meetings.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Agenda and notes of the meetings were circulated to the Directors. The details of attendance of each.

Director at the Board Meetings are given below:

Sr. No. Name of the Director	Date of Appointment	Number of Board Meeting Eligible to attend	Number of Board Meetings Attended
1 Rajan Mittal	25/04/2023	17	17
2 Parmod Gupta	25/04/2023	17	17
3 Ansh Jain	01/04/2024	16	15
4 Navneet Kaur	03/06/2024	15	15
5 Bhupinder Preet Kaur	03/06/2024	15	15

General Meeting

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No. Type of General Meeting	Date of Meeting
t Extra-Ordinary General Meeting	15/04/2024
2 Extra-Ordinary General Meeting	04/06/2024
3 Annual General Meeting	30/09/2024

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and Rules made there under, the Company has three Non- Promoter Non-Executive Independent Directors in line with the Companies Act, 2013.

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

In accordance with Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of Independent Directors was held on 27th February, 2025. At the said meeting, the Independent Directors, inter alia, reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, and assessed the quality, quantity, and timeliness of flow of information between the Companys management and the Board.

Change in the Board Composition

• Appointment of Directors during the Financial Year 2024-2025

o Ms. Bhupinder Preet Kaur (DIN: 09074080) was appointed as an Independent Director with effect from June 3, 2024.

o Ms. Navneet Kaur (DIN: 10279779) was appointed as an Independent Director with effect from June 3, 2024.

o Mr. Ansh Jain (DIN: 10331488) was appointed as an Independent Director with effect from April 1, 2024.

• Change in designation of Directors during the Financial Year 2024-2025

o Change in Designation of Mr. Rajan Mittal (DIN: 10118277) from Director to Managing Director of the Company with effect from 3rd June, 2024.

o Change in Designation of Mr. Parmod Gupta (DIN: 10132317) from Director to Chairman and Whole-time Director of the Company with effect from 3rd June, 2024.

• Resignation of Directors during the Financial Year 2024-2025: Nil

• Retirement by rotation and subsequent reappointment:

o Mr. Parmod Gupta (DIN: 10132317), Chairman and Whole-time Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

o The Company has received the requisite disclosures / declarations from Mr. Parmod Gupta.

o The brief resume and other details relating to the Directors who is proposed to be reappointed, form part of the Statement setting out material facts annexed to the Notice of the Annual General Meeting.

• Appointment of Key Managerial Personnel during the Financial Year 2024-2025:

o Ms. Gautam Kanchan was appointed as Chief Financial Officer with effect from June 3, 2024.

• Resignation of Key Managerial Personnel during the Financial Year 2024-2025 and upto the date of this Report: NIL

10. CHANGE IN REGISTERED OFFICE:

During the year under review, there was no change in the Registered Office of the Company

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

• in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• 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 31st March, 2025 and of the profit of the company for period ended 31st March, 2025;

• the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

• the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

• 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.

12. COMMITTEES OF THE BOARD:

The Board of Directors, in line with the requirement of the Companies Act, 2013, has formed various committees, details of which are given hereunder:

Audit Committee: The Audit Committee comprises of 3 Non-Executive Directors and 2 Executive Director, out of which 3 are Independent Directors. The composition of the Audit Committee is in conformity with the provisions of the Companies Act, 2013. During the year under review, 5 (Five) meeting of the Committee were held on 28^th June, 2024, 02^nd September, 2024, 13th November, 2024, 31th December, 2024 and 28th March, 2025

Sr. No. Name of the Director	DIN	Category	Designation	Number of AC Meetings Eligible to attend	Number of AC Meetings Attended
1 Rajan Mittal	10118277	Promoter and Managing Director	Member	5	5
2 Parmod Gupta	10132317	Promoter and Chairman cum Whole Time Director	Member	5	5
3 Ansh Jain	10331488	Independent Director	Member	5	5
4 Navneet Kaur	10279779	Independent Director	Chairman	5	5
5 Bhupinder Preet Kaur	09074080	Independent Director	Member	5	5

The Company Secretary acts as the Secretary to the Audit Committee. The Executive Director attends the Audit Committee meetings. Representatives of the Internal Auditors, Statutory Auditors, and Business Unit/Operation Heads are invited to the meetings as and when required.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of 3 Directors. Out of that 2 are Independent Directors. The Company Secretary acts as Secretary to the Committee. During the year under review, 1(One) meeting of the Committee was held on 12^th December, 2024

The composition of the Committee and attendance at its meetings as at 31st March, 2025, are given below:

Sr. No, Name of the Director	DIN	Category	Designation	Number of AC Meetings Eligible to attend	Number of AC Meetings Attended
1 Rajan Mittal	10118277	Promoter and Managing Director	Member	1	1
3 Ansh Jain	10331488	Independent Director	Chairman	1	1
4 Navneet Kaur	10279779	Independent Director	Member	1	1

Nomination and Remuneration Policy

The Company has in place a duly approved Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy lays down the criteria for identifying and appointing Directors, Key Managerial Personnel (KMP), and Senior Management and provides a framework for their remuneration and evaluation.

It aims to ensure that the level and composition of remuneration is reasonable, sufficient to attract and retain talent, and aligned with the Companys performance and industry benchmarks. The Policy provides for a balance between fixed and performance-linked variable pay and considers external competitiveness, internal equity, the role and responsibilities of the individual, and the Companys overall performance.

The Policy also includes provisions for Board diversity and criteria for determining qualifications, positive attributes, and independence of Directors, as well as guidelines for the evaluation of the Board, its Committees, and individual Directors. The Nomination and Remuneration Policy is available on the Companys website at: www.failtd.com

Stakeholders Relationship Committee: The Stakeholders Relationship Committee comprises of 3 Directors. All of the members are Independent Directors. The Company Secretary acts as Secretary to the Committee.

The Company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders/ Investors Grievances, if any, like Transfer/Transmission/Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the year under review, 1 (one) meeting of the Committee was held on 10th October, 2024.

The composition of the Committee and attendance at its meetings as at 31st March, 2025, are given below:

Sr. No. Name of the Director	DIN	Category	Designation	Number of AC Meetings Eligible to attend	Number of AC Meetings Attended
i Ansh Jain	10331488	Independent Director	Member	1	1
2 Navneet Kaur	10279779	Independent Director	Member	1	1
3 Bhupinder Preet Kaur	09074080	Independent Director	Chairman	1	1

13. DEPOSITS

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Companies Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

14. MONEY ACCEPTED UNDER RULE 2(1HCHVII) OF THE COMPANIES (ACCEPTANCE OF DEPOSITS)

RULES, 2014:

Pursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company has received unsecured loans from its Directors the details of which are provided in the Financial Statement under transactions with related parties which forms part of this report.

The Company has received declarations from the concerned Directors confirming that the funds provided are out of their own resources and not borrowed from others.

15. PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS AND SECURITY:

Details of loans, guarantees, investments and security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

16. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended 31st March, 2025, will be made available on the Companys website at www.failtd.com after filing the same with the Registrar of Companies (ROC).

17. TRANSACTION WITH RELATED PARTIES:

During the year under review, all related party transactions entered into by the Company, were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis.

The Company had contracts / arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013.

Further, details of related party transactions entered into by the Company have also been disclosed in the Note no. 32 to the standalone financial statements forming part of this Annual Report. To identify and monitor significant Related Party Transactions, the Company has also framed a policy on the Related Party Transactions and the same is available on the Companys www.failtd.com and all such related party transactions are as per policy laid out.

18. POLICY ON MATERIALITY OF EVENTS AND INFORMATION:

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed and adopted a Policy on Determination of Materiality of Events and Information. The policy outlines criteria for identifying material events and specifies that events listed under Para A of Part A of Schedule III of the said Regulations shall be mandatorily disclosed to the Stock Exchange, whereas events under Para B shall be disclosed based on the application of materiality guidelines. The Policy is available on the Companys website at www.failtd.com and the same has been complied.

19. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. 31st March, 2025, to the date of this Report.

20. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013, read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration over the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.

In line with the provisions of Section 136 of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Disclosures relating to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an "Annexure A", which forms part of this Report.

21. INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

During the financial year 2024-25, no Company became or ceased to be the subsidiary/ Associate or joint venture of Company.

22. CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per section 271 (I) (e) read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the directors report for the year ended 31^st March, 2025.

A. CONSERVATION OF ENERGY

The Company has taken various measures in conservation of energy. The thrust is to measure the existing system parameters and then implement improvements. Emphasis is also given to optimize the operation of various equipment which leads to energy conservation

STEPS TAKEN FOR UTILISING ALTERNATE SOURCES OF ENERGY

1. Discontinued using Furnace Oil and switched over to Natural Gas, a green fuel.

B. TECHNOLOGY ABSORPTION

Efforts made towards technology absorption are as under:

1) Research and Development

The company has made continuous efforts for the development of new lines of activities. The Company is adopting the most suitable manufacturing technology for saving in the cost of production, electricity consumption and personnel.

2) Technology Absorption, Adaptation and Innovation

The Company is adopting the well- established technology with the scope of savings in the cost of production, energy consumption and capital cost in terms of the quantum of production. The Company is making continuous efforts towards the product development, product improvement in the shape of quality and cost reduction

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013:

Your Company has zero tolerance towards any action on the part of any of its officials, which may fall under the ambit of "Sexual Harassment" at workplace. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated a Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, etc) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the financial year 2024-25, pertaining to incidents under the above framework/law are as follows

Sr. No. Particulars	Date of Appointment
1 Number of complaints pending at the beginning of the financial year	Nil
2 Number of complaints received during the financial year	Nil
3 Number of complaints disposed off during the financial year	Nil
4 Number of complaints those remaining unresolved at the end of the financial year	Nil

There was no complaint received from any employee during the financial year 2024-25 and hence no complaint is outstanding as on 31st March, 2025 for redressal.

24. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered.

25. COMPLIANCE OF SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards.

26. ADEQUACY OF INTERNAL FINANCIAL

CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls commensurate with the nature and size of the business activity and with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Companys business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The company has in place robust internal financial controls. During the year under review there were no material reportable observations causing financial loss.

27. CORPORATE GOVERNANCE:

We believe that integrity and transparency are the foundation of strong corporate governance. Our aim is to build and maintain the trust of all stakeholders by conducting our business in a legal, ethical, and sustainable manner. The Board of Directors takes its responsibilities seriously and works in the best interests of all shareholders. We are committed to following high standards of disclosure and governance, and we strive to protect the rights of all shareholders, including minority shareholders, while focusing on creating long-term value.

As our Company has been listed on Emerge Platform of National Stock Exchange Limited, by virtue of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) and (t) of Sub-Regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the Company. Hence Corporate Governance Report does not form a part of this Report, though we are committed for the best corporate governance practices.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the Audited Financial Statements for the year ended 31^st March, 2024, the net profit of the Company (computed as per Section 198 of the Companies Act, 2013) exceeds ^5.00 crores

Accordingly, the provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR), are applicable to the Company. In terms of Section 135(9), where the amount required to be spent by the Company under CSR does not exceed ^50 lakhs, the constitution of a CSR Committee is not mandatory, and the functions may be discharged by the Board. However, the Company has voluntarily constituted a CSR Committee to oversee and monitor its CSR initiatives more effectively.

Pursuant to the provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility) Rules, 2014, the Company has formulated a CSR Policy, which outlines its focus areas and approach to CSR activities in accordance with Schedule VII of the Act. The details of CSR activities undertaken during the Financial Year 2024-25, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are provided in "Annexure-B" to this Report.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the report, providing a review of the performance of the Company and its future outlook, forms part of the Annual Report and is presented in separate section.

30. STATUTORY AUDITOR AND THEIR REPORT:

The statutory auditor namely, M/s. Jasminder Singh & Associates, Chartered Accountants (FRN: 016192N) has been appointed as the statutory auditors of the company in the 1st Annual General Meeting (AGM) held on 30^th September, 2024 for a period of five years i.e. upto the Annual general meeting to be held in the financial year 2028-29 on such remuneration and terms and conditions as may be decided by the board.

The Notes to the Financial Statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the Financial Statements in this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report

31. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013.

32. SECRETARIAL AUDITOR AND THEIR REPORT:

For the Financial Year 2024-25, M/s. Harsh Goyal and Associates, a firm of Peer Reviewed Practising Company Secretaries, was appointed as the Secretarial Auditor of the Company by the Board of Directors to carry out the Secretarial Audit in accordance with the provisions of the Act. The Secretarial Audit Report for the Financial Year 2024-25 is annexed as "Annexure-C" to this Report.

Further, in alignment with the amended requirements under Regulation 24A of SEBI LODR to the extent applicable and based on the recommendation of the Audit Committee and the Board of Directors, it is proposed to appoint M/s. Harsh Goyal and Associates as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years, commencing from FY 2025-26 to FY 2029-30, subject to approval of the Members at the ensuing General Meeting.

The Board has duly reviewed the Secretarial Audit Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

33. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

Pursuant to the provisions of Regulation 34(3) and Schedule V Para C clause (10) (i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A certificate from M/s Harsh Goyal & Associates, Practicing Company Secretary certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by SEBI or MCA or any such statutory authority, it is enclosed as "Annexure-D".

34. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of Companies Act 2013, the Company had appointed M/s. Harpriya Garg & Associates, Chartered Accountants (FRN: 031279N), as an Internal Auditor of the Company for the Financial year 2024-25. The Internal Audit Finding/s and Report/s submitted by the said

Internal Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

35. MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRAL GOVERNMENT:

Pursuant to the provisions of Section 148(1) of the Companies act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company had appointed M/s. Sahil Ahuja & Associates, Chartered Accountants (FRN: 006391), as Cost Auditor of the Company for the Financial year 2024-25. The Cost Audit Finding/s and Report/s submitted by the said Cost Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

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

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

37. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2024-25, there was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and / or Operational Creditors against your Company. As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

38. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has maintained a functional website namely www.failtd.com containing information about the Company.

The website of the Company contains information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

39. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this Report for the items prescribed in Section 134 (3) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent the transactions took place on those items during the year. Your Directors further 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:

i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

iii) There is no revision in the Board Report or Financial Statement;

iv) 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 there of.

40. ACKNOWLEDGEMENT:

The Director would like to place on record its gratitude for valuable guidance and support received from, Central & State Govt. departments / agencies, bankers and wish to convey its appreciation to customers, dealers, vendors, and all other business associates for their continuing support during the year. The Directors would also like to express their appreciation of the commitment and dedication of employees for their significant contribution during the year.

By the order of the Board
For Forge Auto International Limited
Rajan Mittal	Parmod Gupta
Managing Director	Chairman and Whole Time Director
DIN:10118277	DIN: 10132317
Date: 01st September, 2025
Place: Ludhiana