Krishanveer Forge Ltd Directors Report

Dear Members,

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

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)

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

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

2. OPERATIONS AND STATE OF AFFAIRS:

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

During the year under review, focused initiatives undertaken by the management to improve internal efficiencies and optimize resource utilization yielded tangible benefits. Operational costs declined from Rs. 7,675.66 lakhs in FY 202324 to Rs.7,443.54 lakhs in FY 2024-25, reflecting a sustained commitment to cost rationalization, process automation, and lean manufacturing practices. As a result, the Companys net profit improved to Rs. 563.71 lakhs as compared to Rs. 398.98 lakhs in the previous year, representing a year-on-year growth of 41.20%.

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

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

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

3. DIVIDEND:

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

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

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

4. TRANSFER TO RESERVES:

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

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

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

6. SHARE CAPITAL:

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

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

7. PUBLIC DEPOSITS:

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

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

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

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

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

The Company has already adopted a Policy for dealing with Related Party Transactions which is subject to review and revision by the Audit Committee and Board from time to time. The revised and updated policy on Related Party Transactions as recommended by the Audit Committee and approved by the Board has been displayed on the 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 have been no material changes and commitments affecting the financial position of your Company which has occurred between the end of the financial year to which the financial statements relate and the date of this Report.

10. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY:

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

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

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

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

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

13. INTERNAL FINANCIAL CONTROLS:

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

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

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

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

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

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

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

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

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

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

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

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

RE-APPOINTMENTS:

• Director liable to retire by rotation:

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

KEY MANAGERIAL PERSONNEL:

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

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

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

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

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

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

15. DETAILS OF BOARD MEETINGS:

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

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

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

16. COMMITTEES OF THE BOARD:

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

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

17. DECLARATION BY INDEPENDENT DIRECTORS:

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

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

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

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

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

18. INDEPENDENT DIRECTORS MEETING

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

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

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

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

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

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

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

20. FORMAL ANNUAL EVALUATION:

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

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

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

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors reviewed and discussed the performance of the Board, its Committees, and individual Directors. The Board expressed its overall satisfaction with the outcome of the evaluation and the functioning of the governance structures in place.

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

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

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

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

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

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

22. BOARD POLICIES

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

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

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

24. CORPORATE GOVERNANCE:

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

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

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

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

25. ANNUAL RETURN:

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

26. AUDITORS:

a. Statutory Auditors

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

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

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

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

b. Secretarial Auditors

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

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

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

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

Further, pursuant to SEBI (LODR) Regulations, 2015 read with SEBI circular No. LIST/ COMP/14/2018 dated June 20, 2018, a certificate from the Practicing Company Secretary is required to be obtained, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority is required to be annexed to Corporate Governance Report.

c. Internal Auditors:

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

The Internal Auditors were entrusted with responsibilities in line with the terms of reference approved by the Audit Committee. Their scope of work included evaluating the adequacy, effectiveness, and efficiency of the internal control systems, adherence to internal policies, accounting systems, and operational procedures, as well as compliance with applicable laws and regulations.

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

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

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

d. Cost Records:

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

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

27. REPORTING OF FRAUDS BY AUDITORS:

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

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

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

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

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

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

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

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

29. RISK MANAGEMENT:

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

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

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

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

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

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

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

32. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

33. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

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

34. VIGIL MECHANISM/ WHISTLEBLOWER POLICY:

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

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

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

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

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

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

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

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

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

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

38. GREEN INITIATIVE

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

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

39. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

ii. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2025, and of the profit of the Company for that period;

iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v. that they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

40. ACKNOWLEDGEMENT:

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

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF
KRISHANVEER FORGE LIMITED
SD/-	SD/-
ARUN JINDAL	NITIN RAJORE
CHAIRMAN	WHOLE TIME DIRECTOR
DIN:00121523	DIN:01802633
PLACE: PUNE
DATE: MAY 17, 2025