iifl-logo

Munish Forge Ltd Directors Report

Add as a Preferred Source on Google
₹86.5
(5.36%)
Nov 2, 2026|02:48:29 PM

Munish Forge Ltd Share Price directors Report

Dear Members,

Your Board of Directors have pleasure in presenting the 40th Annual Report on the affairs of the Company together with the Audited Financial Statements for the year ended 31st March, 2026.

FINANCIAL PERFORMANCE

The Audited Financial Statements for the Financial Year ended 31st March, 2026, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable. Necessary disclosures with regard to Ind-AS reporting have been made under the Notes to Financial Statements. The Companys performance during the financial year under review as compared to the previous financial year is summarised below:

(Rs. in Lakhs)

Standalone Standalone Consolidated Consolidated

Particulars

Financial Year Financial Year Financial Year Financial Year
2025-26 2024-25 2025-26 2024-25

Total Income

18,378.01 17,905.26 18,378.01 17,905.26

Less: Total

17088.99 15952.76 17088.99 15952.76

Expenses

Profit before Tax

1289.02 1952.50 1289.02 1952.50

Less: Tax

236.19 508.33 236.19 508.33

Expense

Share of

_ _ (46.15) 0.20

Profit/(loss) from

Associates

Net Profit

1052.83 1444.17 1006.68 1444.37

Other

128.22 6.79 128.22 6.79

Comprehensive

Income

Profit/(Loss) for

1181.05 1450.96 1134.90 1451.16

the period

COMPANYS PERFORMANCE AND STATE OF THE COMPANYS AFFAIRS

Our company, Munish Forge Limited, envisioned by our founder Mr. Davinder Bhasin, Managing Director is a manufacturer in the forging and casting industry, specializing in manufacturing premium forged and cast components. With the vision, we have established ourselves as a trusted name in producing forged components that cater to a wide range of industries. We have continuously evolved, combining innovation with a commitment to excellence, ensuring that we deliver engineered solutions that meet the ever-growing demands of our customers across the globe. We would brief you regarding the financial performance of the Company on standalone as well as consolidated basis, which is as under:-

Standalone:

During the year under review, the Company achieved a total income from operations of Rs. 18378.01 Lakhs as compared to previous year of Rs. 17,905.26 Lakhs. The Company has achieved Profit Before Tax of Rs. 1289.02 Lakhs as compared to previous year of Rs. 1952.50 Lakhs. Consequently, the Net Profit for the year stood at Rs. 1,052.83 Lakhs compared to Rs. 1,444.17 Lakhs in the preceding financial year.

Consolidated:

Pursuant to the requirements of Section 129(3) of the Companies Act, 2013, the Company has consolidated the Financial Statements for the year ended March 31, 2026 in respect of its Joint Venture Company namely; M/s. Forgeco Ltd., UK.

On consolidated basis, the Company achieved a total income from operations of Rs. 18378.01 Lakhs as compared to previous year of Rs. 17,905.26 Lakhs. The Net Profit after tax of Rs. 1006.68 for the year ended March 31, 2026 as against Rs. 1444.37 Lakhs in the previous year ended March 31, 2025.

The Company faced challenges during the year due to higher US tariffs on Carbon Steel Forged Flanges, changing trade policies, geopolitical disruptions, increased freight and input costs, and continued pricing pressure arising from technological advancements and competition.

Despite the prevailing geopolitical uncertainties and slowdown in global demand, the Company performed well. The Management remains optimistic about the future and expects the Company to perform reasonably well in the coming periods.

TRANSFER TO RESERVES AND SURPLUS:

The Directors do not propose to transfer any amount to the General Reserve for the financial year ended 31st March, 2026. Instead, it is recommended that the entire profit for the year be retained in the Profit and Loss Account.

CHANGES IN THE NATURE OF BUSINESS

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

DIVIDEND

In view of the prevailing business scenario, there is need to conserve funds for the Company. The Board of Directors, therefore, does not recommend any Dividend for the financial year ended 31st March, 2026.

SHARE CAPITAL AND TRANSFER OF AMOUNT TO RESERVES

Authorised Share Capital

As on 31st March, 2026, the Authorized Share Capital of the Company stands at 2,50,00,000 Equity Shares of Rs. 10/- each, aggregating to Rs. 25,00,00,000 (Rupees Twenty Five Crores only).

Issued, Subscribed and Paid-up Share Capital

As on 31st March, 2026, the Issued, Subscribed and Paid-up Share Capital of the Company stands at 2,40,70,263 Equity Shares of Rs. 10/- each, aggregating to Rs. 24,07,02,630 (Rupees Twenty Four Crores Seven Lakhs Two Thousand Six Hundred Thirty only).

Utilisation of Proceeds of IPO

Pursuant to Regulation 32 of the Listing Regulations, the Company confirms that there were no deviations or variations in the utilization of the IPO proceeds up to 31st March, 2026. The proceeds of IPO were utilized for the objects as disclosed in the Prospectus. Details as on 31st March, 2026 are as follows:

Description

Proposed Cost (in Cr) Utilized as on 31.03.2026 Balance as on 31.03.2026

Capital Expenditure towards civil

Construction and purchase of additional

7.19 0.19 7.00

Plant & Machinery

Repayment/Prepayment of Certain Debts

9.70 9.70 0.00

Working Capital Requirement

30.00 30.00 0.00

General Corporate Purposes

2.84 0.56 2.28

Issue Related Expenses

9.33 10.50 -1.17

The Company has appointed Brickwork Ratings India Private Limited as monitoring agency to monitor the utilisation of the funds. The report issued by monitoring agency states that there is no deviation in the utilisation of the funds.The said report has already been submitted to NSE and updated on the Companys website within the prescribed timeline.

INITIAL PUBLIC OFFER AND LISTING

During the year under review, your company initiated an Initial Public Offering (IPO) of 77,00,400 Equity Shares of Face Value of Rs.10/- at an offer price of Rs. 96.00 per equity share for cash (including share premium of Rs. 86/- per Equity Share), aggregating up to Rs. 7,392.38 lakhs comprising of fresh offer of 63,56,400 Equity Shares aggregating to Rs. 6,102.14 lakhs ("fresh offer") and an offer for sale of 13,44,000 Equity Shares by Mr. Davinder Bhasin (" Selling Shareholder") aggregating to Rs. 1,290.24 Lakhs ("offer for sale") ("public offer").

The offer was open to the public from 30th September 2025 and closed on 3rd October 2025, and received overwhelming response. The Anchor Investors Bid/Offer period was one working day prior to the Bid/Offer Opening Date, i.e. on 29th September 2025. The allotment for the Companys IPO was finalized on 6th October 2025.

The issue was led by Book Running Lead Managers, Gretex Corporate Services Limited. Pursuant to the IPO, the equity shares of the Company are listed on the National Stock Exchange of India Limited Emerge ("NSE Emerge") effective from 8th October 2025.

Your Directors would like to thank the Merchant Bankers, legal counsels and other stakeholders for helping the Company achieve the successful IPO and listing. Your Directors would also like to thank the regulators, Securities and Exchange Board of India and Registrar of Companies for enabling the Company to take its equity story to the public market.

Last but not least, your Directors extend their heartfelt gratitude to the shareholders for investing in the IPO and reposing their continuous trust and faith in the Company and its management.

SUBSIDIARY,ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary or associate company during the year under review. However, the Company has one joint venture company, M/s. Forgeco Ltd., UK for the year under review. Accordingly, the Consolidated Financial Statements have been prepared in compliance with the applicable provisions of the Companies Act, 2013 and the relevant Indian Accounting Standards (Ind AS).

Pursuant to the requirements of the Companies Act, 2013, the statement containing the salient features of the financial statements of the joint venture in the prescribed Form AOC-1 is annexed to this Boards Report as Annexure I.

DIRECTOR AND KEY MANAGERIAL PERSONNEL (KMP)

Retirement by Rotation & Re-appointment:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Vishal Anand (DIN: 07194115), Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offered himself for reappointment. The resolution seeking shareholders approval for his reappointment along with the other required details form part of the notice. The Board recommended his reappointment to the members of the Company at the ensuing Annual General Meeting.

Key Managerial Personnel

As on 31st March, 2026, Mr. Davinder Bhasin, Managing Director; Mr. Dev Arjun Bhasin, Chief Executive Officer & Executive Director; Mr. Manoj Kumar Pandey, Chief Financial Officer; and Ms. Yogita Dhall, Company Secretary (CS); are the Key Managerial Personnel of the Company in accordance with the provisions of Section 203 of the Companies Act, 2013.

During the year under review, Ms. Sukhdeep Kaur, Company Secretary and Compliance Officer, resigned from the said position with effect from 31st October, 2025. Subsequently, Ms. Yogita Dhall was appointed as the Company Secretary and Compliance Officer of the Company with effect from 23rd January, 2026.

BOARD INDEPENDENCE

The Board of the Company comprises an optimum combination of Executive and Non-Executive Directors, maintaining the required standard of corporate governance and independence. As of 31st March, 2026, the Board consists of six (6) Directors, out of which three (3) are Non-Executive Independent Directors. The Independent Directors of the Company are:

Mr. Khushvinder Bir Singh (Independent Director)

Dr. Arshdeep Singh Bedi (Independent Director)

Ms. Priya Begana (Independent Director)

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25 of the SEBI LODR Regulations. The Board has taken on record the declarations and confirmations submitted by the Independent Directors. In the opinion of the Board, all Independent Directors hold high standards of integrity and possess requisite qualifications, experience and expertise as required to discharge their duties as Independent Directors with an objective independent judgment and without any external influence.

Compliance with MCA Databank Registration

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) and have passed or are exempted from the online proficiency self-assessment test, where applicable.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the financial year under review, a separate meeting of the Independent Directors was held on 20th November, 2025 without the presence of Non Independent Directors and members of Management, in compliance with Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25(3) of the SEBI (LODR) Regulations, 2015. All the Independent Directors were present at the meeting. At this meeting, the Independent Directors:

Reviewed the performance of Non-Independent Directors and the Board as a whole.

Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

Assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board which is necessary for the board to effectively and reasonably perform the duties.

Further it is confirmed that in the opinion of the board, the Independent director fulfil the conditions specified in these regulations and are independent of the Management.

COMMITTEES OF THE BOARD

The Board has constituted committees to focus on specific areas and make informed decisions within the authority delegated to each of the Committees. The Company has following Committees as on March 31, 2026: (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders Relationship Committee (d) Corporate Social Responsibility Committee (e) Internal Compliant Committee (f) Risk Management Committee Each Committee has been entrusted with clearly defined roles and responsibilities, enabling more detailed review of matters requiring specialised attention and supporting the Board in the efficient discharge of its duties.

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 have mandated the formulation of certain policies for all listed Companies. All the policies are available on our website www.munishforge.com. The policies are reviewed periodically by the Board and updated on need and new compliance requirement.

COMPANYS POLICY ON DIRECTORS APPOINTMENT & REMUNERATION The Board has, on the recommendation of the Nomination and Remuneration Committee framed an Appointment and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees which lays down the criteria for identifying the persons who are qualified to be appointed as Directors and Senior Management Personnel of the company, along with the criteria for determination of remuneration of Directors, KMPs, other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. The Remuneration paid to the Directors is in line with the Remuneration Policy of the Company.

The Nomination and Remuneration policy is available on the website of the Company at: https://munishforge.com/wp-content/uploads/2025/04/7.Nomination-and-Remuneration-Policy.pdf

ANNUAL PERFORMANCE EVALUATION BY THE BOARD

The provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate that a Formal Annual Evaluation is to be made by Board of its own performance, the performance of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director was done by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

The Nomination and Remuneration Committee also reviewed the performance of the Board, its committees, and individual Directors. The feedback from the evaluation was discussed at the Board meeting and noted for further improvement and action, wherever required.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

Attendance of Board Meetings and Board Committee Meetings

Quality of contribution to Board deliberations

Strategic perspectives or inputs regarding future growth of Company and its performance

Providing perspectives and feedback going beyond information provided by the management

Commitment to shareholder and other stakeholder interests

The overall outcome of the Board evaluation process was positive and the Directors expressed satisfaction with the performance and effectiveness of the Board, its Committees and Individual Directors.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. Notice convening the Board Meetings, together with the Agenda and detailed notes on the Agenda items, is circulated to all the Directors within the timelines prescribed under the applicable provisions of the Companies Act, 2013 and the Secretarial Standards, thereby enabling the Directors to participate effectively and take informed decisions. During the financial year, the Board Meetings were held on the following dates:

Sr. No.

Date of Meeting Day of Meeting

1.

01/04/2025 Tuesday

2.

22/04/2025 Tuesday

3.

30/04/2025 Wednesday

4.

01/05/2025 Thursday

5.

05/05/2025 Monday

6.

14/05/2025 Wednesday

7.

19/06/2025 Thursday

8.

31/07/2025 Thursday

9.

11/08/2025 Monday

10.

14/08/2025 Thursday

11.

18/08/2025 Monday

Sr. No.

Date of Meeting Day of Meeting

12.

01/09/2025 Monday

13.

04/09/2025 Thursday

14.

10/09/2025 Wednesday

15.

24/09/2025 Wednesday

16.

06/10/2025 Monday

17.

29/10/2025 Wednesday

18.

30/10/2025 Thursday

19.

06/11/2025 Thursday

20.

12/11/2025 Wednesday

21.

20/11/2025 Thursday

22.

29/11/2025 Saturday

23.

01/12/2025 Monday

24.

02/12/2025 Tuesday

25.

12/12/2025 Friday

26.

07/01/2026 Wednesday

27.

23/01/2026 Friday

28.

06/03/2026 Friday

29.

31/03/2026 Tuesday

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 and of the profit of the Company for that period;

(c) 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;

(d) they have prepared the annual accounts on a going concern basis;

(e) 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

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

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has established a robust Risk Management Framework to systematically identify, assess, and manage the various risks associated with its business operations. This framework is designed to embed effective risk management practices at all levels of the organisation, thereby safeguarding the Companys assets, reputation, and the interests of its stakeholders.

In compliance with Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee, comprises three Directors under the chairmanship of Mr. Davinder Bhasin, Managing Director of the Company. Mrs. Priya Begana and Dr. Arshdeep Singh Bedi, Independent Directors of the Company, are the other two members of the committee. The Committee periodically reviews the Companys risk exposure and evaluates the effectiveness of measures implemented to mitigate key risks.

The key risks identified include operational risks, governance and regulatory risks, financial risks, cyber risks, environmental risks, sector/industry-specific risks, and social risks. The Company continuously monitors these risks through structured processes and mitigation measures. To formalise this approach, the Company has adopted a Risk Management Policy, approved by the Board of Directors, which provides a framework to identify, monitor, and control business risks. The Policy is reviewed periodically and updated as necessary to align with the evolving business environment and regulatory requirements.

The Risk Management Policy is available on the Companys website at: https://munishforge.com/wp-content/uploads/2025/04/4.-Risk-Management-Policy.pdf

INTERNAL FINANCIAL CONTROLS

The Company has established an adequate and operational internal financial controls framework for facilitation of speedy and accurate compilations of financial statements. The Companys Internal Financial Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliances with procedures, laws and regulations. The Companys Internal Control System commensurate with the nature of its business and size of its operations.

The Audit Committee actively oversees and evaluates the adequacy and effectiveness of these internal control systems, recommending improvements wherever necessary. The Companys internal controls are routinely tested and certified by both the Statutory and Internal Auditors. During the financial year under review, no instances of significant internal control weaknesses were reported by either the Internal or Statutory Auditors. The Company is committed to continuously strengthening its internal control framework to keep pace with evolving business requirements and regulatory expectations.

Systems and Structure: The Company operates an ERP-driven system that ensures all financial transactions are authorized, recorded, and reported transparently. Clear standard operating procedures (SOPs) and delegation of authority matrices are mapped across all departments.

Audit Oversight: The Internal Auditors execute quarterly audits to check compliance with existing internal control systems, identify process-level gaps, and report findings directly to the Audit Committee.

Statutory Evaluation: The Statutory Auditors independently test the d esign and o p erating effectiveness of the Internal Financial Controls Over Financial Reporting (ICFR). For the financial year 2025 26, the systems were evaluated as robust, operating effectively, and free of any material weaknesses or structural overrides.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility Committee. The composition, role, and responsibilities of the Committee are in line with the statutory requirements. The Company has adopted CSR Policy and is available on the Companys website at: https://munishforge.com/wp-content/uploads/2026/03/CSR-POLICY.pdf. This policy aligns with Schedule VII of the Act and focuses on using resources for community development, improving social welfare, and supporting environmental sustainability.

During the year under review, the Companys CSR activities primarily focused on healthcare initiatives, including preventive healthcare, as well as efforts to address hunger and support the welfare of economically weaker sections of society.

The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company during the financial year ended 31st March, 2026, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in "Annexure- II" to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: During the year under review, the transactions entered into with related parties are disclosed in the Notes to the Financial Statements. All contracts/arrangements/transactions entered into by the Company with its related parties, during the financial year under review, were in ordinary course of business and on arms length and were not material, in accordance with the applicable provisions of the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companys Related Party Transaction policy.

Accordingly, the disclosure of contracts or arrangements with related parties in Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013, is not applicable to the Company.

Further, all related party transactions are placed before the Audit Committee and the Board of Directors for their review and approval, as applicable. The Policy on dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: https://munishforge.com/wp-content/uploads/2025/04/3.-POLICY-FOR-RELATED-PARTY-TRANSACTIONS_.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act and Regulation 34 read with Schedule V of the SEBI Listing Regulations form part of the Notes to the financial statements of the Company provided in this Annual report.

AUDITORS & THEIR REPORT:

Statutory Auditors:

M/s. Vinay & Associates, Chartered Accountants (Firm Registration No. 004462N), were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 30th September, 2024, to hold office for a term of five consecutive years. However, during the financial year 2026 27, M/s. Vinay & Associates, Chartered Accountants, resigned from the office of Statutory Auditor due to the untimely demise of their Senior Partner and consequently their inability to devote adequate time and attention to the audit assignments of the Company, resulting in a casual vacancy.

The Board on the recommendation of the Audit Committee and subject to the approval of the members of the Company, has recommended the appointment of M/s. Subash Vipan & Co., Chartered Accountants (Firm Registration No. 012898N), having their office at Model Gram, Ludhiana 141002, as the Statutory Auditors of the Company, to fill the casual vacancy caused by the resignation of the previous auditors and to hold office for a period of 5 years from the conclusion of the 40th Annual General Meeting held in FY 2026-27 till 45th AGM of the Company, to conduct audit from FY 2026-27 to FY 2030-31, at such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors. The Company has received certificate from the said auditors that they are not disqualified and are eligible to hold the office as Auditors of the Company. The Resolution for his appointment has been proposed for your approval in the accompanying.

The Statutory Auditors have submitted the Audit Report on the Financial Statements of the Company for the accounting year ended 31st March, 2026. There were no qualifications, reservations, adverse remarks or disclaimers in the Report. The observations and comments given by the Auditors in their Report read together with the Notes to the Financial Statements are self-explanatory and require no comments

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.S. Bathla and Associates, Practicing Company Secretary (COP No. 2585), to undertake the Secretarial Audit of the Company for the year, 2025-26. The Report of the Secretarial Audit is in the Form MR-3 is annexed as "Annexure-III" of this Report. The Secretarial Audit Report for the financial year ended 31st March, 2026 are unmodified i.e. they do not contain any qualification, reservation, or adverse remark.

Further, in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 the Board, based on recommendation of the Audit Committee, has approved the appointment of Mr. P.S. Bathla, proprietor of M/s. P.S. Bathla and Associates, Peer Reviewed Company Secretary in Practice, Ludhiana having Certificate of Practice Number 2585, as Secretarial Auditor of the Company for a term of five consecutive years commencing from FY 2026-27 till FY 2030-31, subject to approval of the shareholders of the Company at the ensuing AGM. He has expressed his willingness for appointment as Secretarial Auditor of the Company and has given a written consent and confirmed that he is not disqualified and is eligible to be appointed as Secretarial Auditor in terms of Regulation 24A of the SEBI (LODR) Regulations, 2 0 15 read with SEBI circular n o . SEBI/HO/CFD/CFD-PoD2/CIR/P/2024/185 dated December 31, 2024. The Resolution for his appointment has been proposed for your approval in the accompanying Notice.

Cost Records and Audit:

Pursuant to Section 148(1) of the Companies Act, 2013 the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained. Further, the Board of Directors on the recommendation of Audit Committee has appointed M/s. S.K. Verma & Associates, Cost Accountants (Firm Registration No. 101072), as Cost Auditors of the Company for financial year 2025-26. Accordingly, they have conducted Cost Audit for the Financial Year 2025-26. The report does not contain any qualification, reservation or adverse remark and requires no comments.

The Board has re-appointed M/s. S.K. Verma & Associates, Cost Accountants (Firm Registration No. 101072), to conduct Cost Audit of the Company for the Financial Year 2026-27. They have confirmed their eligibility for the said re-appointment. The remuneration of Rs. 50,000 (Rupees Fifty Thousand Only) plus applicable taxes and reimbursement of out of Pocket expenses incurred, payable to the Cost Auditors is required to be ratified by the members as per the provision of Section 148(3) of the Companies Act, 2013 and Rules 14 of the Companies (Audit and Auditors) Rules, 2014. Accordingly, a resolution for ratification of the remuneration of the Cost Auditors has been proposed in the notice of the ensuing Annual General Meeting for your approval.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors have reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee as required to be reported under Section 143(12) of the Act.

AUDIT COMMITTEE & VIGIL MECHANISM

Composition of Audit Committee:

The Audit Committee comprises of three Directors under the chairmanship of Mr. Khushvinder Bir Singh, Independent Director. Dr. Arshdeep Singh Bedi, Independent Director and Mr. Davinder Bhasin, Managing Director are the other two members of the Audit Committee as on 31st March, 2026. Ms. Yogita Dhall, Company Secretary of the Company is the Secretary of the Committee. All the recommendations made by the Audit Committee were accepted by the Board. There is no change in the composition of the Committee during the year under review.

Vigil Mechanism/Whistle Blower Policy

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a vigil mechanism for the Directors and employees of the Company to report concerns about unethical behavior, actual or suspected incidents of fraud or violation of code of conduct. The Mechanism also provides for adequate safeguards against victimization of persons who use such Mechanism. The Mechanism provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/Vigil Mechanism is also posted on Companys Website and can be accessed at: h ttps://munishforge.com/wp-content/uploads/2025/04/8.Whistle-Blower-Policy.pdf

There were no instances of reporting under vigil mechanism during the financial year ended 31st March, 2026.

ANNUAL RETURN:

The Annual Return of the Company as on 31st March 2026 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website at: https://munishforge.com/wp-content/uploads/2026/08/Financial-Year-2025-26.pdf

DEPOSITS:

During the year under review, the Company has not accepted any Public Deposit within the meaning of Section 73, of the Companies Act, 2013 and the Rules made there under. There is no outstanding/unclaimed deposit from the public. However, the information as required under Rule 8 of the Companies (Accounts) Rules, 2014 is given hereunder:-

(a) Accepted during the year: Nil

(b) Remained unpaid or unclaimed as at the end of the year: Nil

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: N.A.

CREDIT RATING:

During the financial year 2025 26, the Companys credit rating agency, Brickwork Ratings (BWR), evaluated the operational and financial performance of the Company. The Companys long-term bank facilities, have been assigned a rating of BWR BBB-/Stable, reflecting an improvement in the Companys credit profile. The short-term fund-based facilities and non-fund-based facilities have been assigned a rating of BWR A3. These ratings reflect the Companys credit profile and its ability to meet its financial obligations in a timely manner.

Further, as this was an issue of Equity Shares on the NSE SME Platform (Emerge) in October 2025, there was no statutory requirement for an IPO grading or credit rating for the public issue. The Company continues to timely service all its debt obligations and maintains strong relationships with its banking partners.

LISTING OF SECURITIES

The Equity Shares of the Company are listed on the NSE Emerge Platform of National Stock Exchange of India Limited (NSE). Address: Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai 400051 Stock Code: MUNISH ISIN: INE1K8Y01018

The Company has paid listing fee to the Stock Exchange for the financial year 2025-26 & 2026-27.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of Directors/ employees of the Company and a statement showing the names and other particulars of the employees drawing remuneration set out in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time forms part of this Board Report as "Annexure- IV" to this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure- V.

CORPORATE GOVERNANCE:

As per the provisions of Regulation 15(2)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, provisions relating to Corporate Governance as specified in regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of Listing Regulations, 2015 is not applicable to those company who has listed their specified securities on SME exchange.

The Company has listed its equity shares on the SME Platform of National Stock Exchange (NSE Emerge). Therefore, the company is not required to comply with the provisions of Corporate Governance as mentioned herein except Regulation 23 (LODR) as the company has Related Party Transactions. However, the Company is voluntarily complying with all the provisions and provided the report on the Corporate Governance in Annexure VI. Further the certificate for the same is attached as Annexure VIII.

CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS:

A certificate of Non-Disqualification of Directors has been obtained from appointed M/s. P.S. Bathla and Associates, Practicing Company Secretary, 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 Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs (MCA), or any other statutory authority. The said certificate form part of and is annexed to this Report as Annexure-VII.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report in compliance with Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as per Annexure-IX and form part of this Report.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

The Company believes in promoting a workplace environment that encourages innovation, collaboration, and continuous learning. Various employee engagement programs, training sessions, and health and wellness initiatives were conducted during the year under review, to enhance employee satisfaction and productivity. The management continues to work closely with employees and labour representatives to ensure a positive and transparent working environment. A section on Human Resources/ Industrial relations is provided in the Management Discussion and Analysis Report which forms part of the Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has placed an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 under the guidance of Ms. Yogita Dhall. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, the Company has not received any complaints on sexual harassment and hence no compliant remains pending as of 31st March, 2026. However, the information as required under Rule 8 of the Companies (Accounts) Rules, 2014 is given hereunder:-

(a) number of complaints of sexual harassment received in the year: NIL (b) number of complaints disposed of during the year: NIL (c) number of cases pending for more than ninety days: NIL

To build awareness regarding sexual harassment, rights of the women under the POSH Act and reporting of complaints as per Companys policy, the Company has conducted seminar under POSH Act during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Company has complied with all the relevant provisions of the applicable mandatory Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General

Meetings", respectively issued by the Institute of Company Secretaries of India, and notified by Ministry of Corporate Affairs.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There has been no order passed by any authority which impacts the going concern status and companys operations in future during the year under review.

DEMATERIALISATION OF SHARES:

The Equity Shares of Munish Forge Limited are listed on the NSE SME Platform (Emerge) under the symbol "MUNISH" with ISIN INE1K8Y01018. The entire shareholding of the Company is held in dematerialised form as on 31st March, 2026. The Company maintains electronic connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). All registry and share-related services, including dematerialisation-related matters, are managed by the Companys Registrar and Share Transfer Agent (RTA), Skyline Financial Services Private Limited.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to create value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: The Company successfully completed its Initial Public Offer (IPO) of 77,00,400 equity shares of face value of Rs. 10/- each for cash at a price of Rs. 96/- per equity share, including share premium of Rs. 86/- per equity share. Out of the total issue, 13,44,000 equity shares were offered by the Promoter, Mr. Davinder Bhasin, to the public by way of Offer for Sale under the IPO. The total amount received aggregated to Rs. 73.92 Crore.

The offer was open to the public from 30th September 2025 and closed on 3rd October 2025, and received overwhelming response. The Anchor Investors Bid/Offer period was one working day prior to the Bid/Offer Opening Date, i.e. on 29th September 2025. The allotment for the Companys IPO was finalized on 6th October 2025.

The equity shares of the Company were listed on the National Stock Exchange of India Limited Emerge ("NSE Emerge") effective from 8th October 2025. Skyline Financial Services Private Limited is the Registrar and Share Transfer Agent of the Company.

REVISION IN FINANCIAL STATEMENTS OR BOARDS REPORT U/S 131(1) OF THE COMPANIES ACT, 2013

In terms of Section 131 of the Companies Act, 2013, the financial Statement and Boards Report are in compliance with the provision of Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY ACT, 2016 & THERE STATUS:

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS & FINANCIAL INSTITUTIONS: There is no instance of one-time settlement with any Bank or Financial Institution during the financial year 2025-26, so the requirement to disclose 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, is not applicable to the Company.

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company is in compliance with the provisions of Maternity Benefits Act, 1961 during the year under review.

ACKNOWLEDGEMENTS:

The Board of Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued guidance and co-operation. The Directors gratefully acknowledge all stakeholders of the Company viz. customers, all the employees, members, vendors, banks and other business partners for their excellent support received during the year. They also acknowledge with gratitude the dedication and sustained efforts of all workers, staff members and executives for their contribution to the operations of the Company.

Knowledge Center
Logo

Logo IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000

Logo IIFL Capital Services Support WhatsApp Number
+91 9892691696

Download The App Now

appapp
Loading...

Follow us on

facebooktwitterrssyoutubeinstagramlinkedintelegram

2026, IIFL Capital Services Ltd. All Rights Reserved

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

ISO certification icon
We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.