Krishanveer Forge Ltd Directors Report

Dear Members,

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

1. FINANCIAL HIGHLIGHTS:

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

Notes :

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

2. Previous year figures have been regrouped/rearranged wherever necessary. extracted from Financial Statements prepared as per the provisions of the Companies Thefigures

Act, 2013 ("Act"), in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

("SEBI Listing Regulations").

2. OPERATIONS AND STATE OF AFFAIRS:

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

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

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

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

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

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI

(LODR) Regulations, 2015"), is separately set out and forms part of this Report.

3. *DIVIDEND:

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

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

Record Date

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

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to any specificreserve during the financial

The closing balance of the retained earnings of your Company for the FY 2023-24, after necessary provisions in the Statement of Profit and Loss a sum of Rs 398.98 Lakhs has been carried forward as the Balance in Profit and Loss

Account, (Previous year 164.45 Lakhs).

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

There is no change in the nature of the Companys Business during the financial year ended March 31, 2024

6. SHARE CAPITAL:

There was no change in the authorized as well as paid-up share capital of the Company during the year under review. The current Authorized Capital of the Company is Rs. 13,25,00,000/- divided into 1,25,00,000 Equity shares of Rs. 10/- each and 7,50,000 4% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each and Paid-up Capital of the Company is Rs. 10,93,94,000/- divided into 1,09,39,400 Equity Shares of Rs. 10/- each.

7. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public within the meaning of sub-section (31) of Section 2 and Section 73 and 74 of the Companies Act, 2013 ("the Act") read with the Companies

(Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there were no deposits lying unpaid or unclaimed.

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

All contracts/ arrangements/ transactions entered by the Company during the financial year under review with related parties were at an arms length price basis and in the ordinary course of business. Such transactions form part of the notes provided in this Annual Report. All Related Party Transactions ("RPTs") are placed before the tothefinancial

Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the RPTs which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. Further, the Company has procured requisite approval from the members in the 32^nd AGM of the Company for entering into Material Related Party Transactions with related parties pursuant to the provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015 as amended from time to time for a period of 5 years.

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

On a quarterly basis, details of RPTs are placed before the audit committee for its noting/review. The Company has also disclosed a report on the related party transaction to the BSE for the half year ended September 30, 2023, and March

31, 2024, as required under the SEBI (LODR) Regulations, 2015. The said reports are also available on the website of the Company www.kvforge.com.

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

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

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

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

10. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY:

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

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

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

There are no significant and material orders passed by the concern status of the Company and its future operations.

13. INTERNAL FINANCIAL CONTROLS:

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

It also ensures the orderly efficient conduct of its business, including adherence to Companys policies, the safe guarding of its assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information during the year, such material weakness in the operations were observed.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL: DIRECTORS:

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

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

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

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

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

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

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

RE-APPOINTMENTS:

Director liable to retire by rotation:

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

SEBI Listing Regulations, are provided in the Notice of the AGM.

KEY MANAGERIAL PERSONNEL:

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

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

During the year under review:

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

Company w.e.f November 10, 2023.

The Company has furnished necessary information/intimations/returns/forms as required under the Act and the SEBI

(LODR) Regulations, 2015 to give effect to the aforesaid changes.

15. DETAILS OF BOARD MEETINGS:

Four (4) meetings of the Board of Directors of the Company were held during the financial

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

16. COMMITTEES OF THE BOARD:

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

Audit Committee

Nomination and Remuneration Committee

Stakeholder Relationship Committee

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

17. DECLARATION BY INDEPENDENT DIRECTORS:

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

1. They meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI

(LODR) Regulations, 2015 as amended from time to time. There has been no change in the circumstances affecting their status as an Independent Director during the year.

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

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

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

18. INDEPENDENT DIRECTORS MEETING

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

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

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

20. FORMAL ANNUAL EVALUATION:p>

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

Evaluation issued by the Securities and Exchange Board of India.

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

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

21. BOARD DIVERSITY

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

Policy.pdf.

22. SUCCESSION PLAN

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors,

Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

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

Pursuant to Section 134(3)(e) and Section 178 (3) of the Companies Act, 2013, the Board has formulated and adopted a policy relating to the Directors and Key Managerial Personnels appointment and remuneration ("Remuneration Policy") which is available on the website of your Company at https://kvforge.com/wp-content/uploads/2023/04/KVF-Remuneration-Policy.pdf including criteria for determining qualifications, positive attributes, independence of a director and other matters. The details of the Policy have been disclosed in the Corporate Governance Report, which forms a part of this Annual Report.

The Remuneration Policy for the selection of Directors and determining Directors independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become Directors. Your Companys Remuneration

Policy is directed towards rewarding performance based on a review of achievements. The Remuneration Policy is in consonance with existing industry practice.

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

24. BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and the SEBI Listing

Regulations are provided in this report.

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

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

26. CORPORATE GOVERNANCE:

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

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

As per Regulation 34(3) Read with Schedule V of the SEBI (LODR) Regulations, 2015, a separate report on corporate

Companys Secretarial Auditors, has been attached to the Annual Report. governance,togetherwithacertificate

27. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the draft Annual Return as on the financial year ended

March 31, 2024, is placed on the Companys website https://kvforge.com/corporate-announcements/.

28. AUDITORS: a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and rules made thereunder, M/s. Gokhale Tanksale &

Ghatpande, Chartered Accountants, Pune (Firm Registration No. 103277W) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from theconclusionofthe 32 ^nd Annual General Meeting held on August 19, 2022 until the conclusion of 37^th Annual General Meeting of the Company to be held in the year 2027, on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

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

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

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

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

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

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

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

Further, pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular No. LIST/COMP/14/2018datedJune20,2018, certificatefrom the Practicing Company Secretaries is required to be obtained, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority is required to be annexed to Corporate Governance Report. per circular mentioned above has Accordingly,thenecessarycertificate been obtained from M/s Satish Patil &

Associates, Company Secretaries, Pune and forms part of this report. c. Internal Auditors:

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

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

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

In terms of provisions of Section 148 of the Act read with Rule 3 of Companies (Cost Record and Audit) Rules, 2014, the

Company is required to maintain the cost records and the same are maintained for the financial year 2023-2024

29. REPORTING OF FRAUDS BY AUDITORS:

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

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

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

31. RISK MANAGEMENT:

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

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Information required under Section 197(12) of the Act read with Rule 5(2)(i) to (iii) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is not provided herein, since there are no employees who have received remuneration in excess of the limits prescribed therein.

The statement containing the information required pursuant to Section 197 read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel), Rules, 2014 in respect of employees of the Company and

Directors forms part of this Report and is annexed herewith as an ‘Annexure C.

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

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

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

35. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

36. VIGIL MECHANISM/ WHISTLEBLOWER POLICY:

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy in terms of the provisions of the Act and the SEBI (LODR) Regulations, 2015, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about unethical behaviour, actual or suspected fraud or violation of the Companys

Code of Conduct or Ethics. The policy provides adequate safeguards against the victimization of Directors and employees who avail of such mechanisms and also provides for direct access to the Chairman of the Audit Committee. The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no person was denied access to the Audit Committee. The Company is happy to inform you that there have been no complaints / Whistle Blower activities reported to or received by the Audit Committee during the year under review.

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

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

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

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

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

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

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

40. GREEN INITIATIVE

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

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

Participants and/or with the Company.

41. DIRECTORS" RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Act with respect to the Directors Responsibility Statement, the Board of Directors, to the best of their knowledge and ability, confirm that: i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024, and of the profit of the Company for that period; iii. that they have taken proper and sufficient care for the maintenance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that they have prepared the annual accounts on going concern basis; v. that they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial

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

42. ACKNOWLEDGEMENT:

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

Company.

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

	FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF
	KRISHANVEER FORGE LIMITED
	(FORMERLY KNOWN AS RAJKUMAR FORGE LIMITED)
	ARUN JINDAL	NITIN RAJORE
PLACE: PUNE	CHAIRMAN	WHOLE TIME DIRECTOR
DATE: MAY 17, 2024	DIN: 00121523	DIN: 01802633