Kalyani Forge Ltd

The Board of Directors of your Company is pleased to present the 46th Annual Report together with the Audited Financial Statement of Kalyani Forge Limited ("the Company") for the financial year ended 31 st March 2025.

FINANCIAL PERFORMANCE:

The summarized standalone results of your Company are given below.

1. SUMMARY OF OPERATIONS:

During the year under review, the net revenue from operations of your Company for FY2024-25 decreased to 23,915.44 Lakhs as compared to 24,066.32 Lakhs in FY2023-24. The Profit After Tax stood at 831.48 Lakhs, showing a significant improvement over the profit of 455.01 Lakhs reported in FY2023-24.

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

There is no change in the nature of the business of the Company during the year.

3. RESERVES:

The Company has not transferred any amount to

General Reserves for the year under review.

4. DIVIDEND:

Based on the Company's financial performance, the

Board of Directors is pleased to recommend, for the approval of the members, a final dividend of 4/- per equity share (i.e., 40% of the face value of 10/- each) for the financial year 2024-25.

5. CAPITAL/ FINANCE:

During the year, the Company has not issued/allotted equity or preference shares. As on 31st March 2025, the issued, subscribed and paid-up share capital of your Company is at 3,63,80,000/-, comprising

36,38,000 equity shares of 10/- each.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

Statements. (Refer Note 17 and 19 of the Financial

Statements)

7. RELATED PARTY TRANSACTIONS:

All contracts/ arrangement/ transactions entered by the Company during the Financial Year with related party were in the ordinary course of business and on arm's length basis. Such transaction forms part of the notes to the

Annual Report.

During the year, all contracts, arrangements, or transactions with related parties that could be considered material were entered into in accordance with the Company's Policy on Materiality of Related Party Transactions, which is available on the Company's website at: https://kalyaniforge.com/

The summary of related party transaction in Form AOC-2 is enclosed as Annexure 1. Related Party disclosures as per Ind AS 24 have been provided in financial statements. Note30.7tothe

8. FIXED DEPOSITS:

Your Company has not accepted any deposits from public, Therefore, details relating to deposits covered under Chapter V of the Companies Act, 2013 are not applicable to the Company.

9. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE

There were no material changes, events and commitments affecting the financial position of your

Company between the end of the Financial Year and the date of this report.

10. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)

(a) of the Act, the extract of the Annual Return of the Company for the financial year 2024-25 shall available on the website of the Company at https://kalyaniforge.com/investors/annual-general-meeting/

11. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Companies Act, 2013 and the Investor Education and Protection

Fund Authority (Accounting, Audit, Transfer and

Refund) Rules, 2016 ("IEPF Rules"), as amended from time to time, the declared dividends that remain unpaid or unclaimed for a period of seven (7) years from the date they become due for payment, along with the corresponding shares, are required to be transferred by the Company to the Investor

Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, during the year under review, the Company transferred such unpaid or unclaimed dividends, along with the corresponding shares, to the IEPF. Shareholders may claim their shares and/or the dividend amount so transferred to the IEPF.

The Company published a newspaper advertisement in Financial Express and Loksatta dated 29th November 2024, informing the respective shareholders who had not claimed dividends for seven (7) consecutive years, and whose shares were liable to be transferred to the Investor Education and Protection Fund (IEPF) during the financial year 2024-25.

12. DETAILS OF BOARD MEETINGS:

The Board of Directors duly met six times (6) during 2024-25. For more details, please refer to the section on Corporate Governance Report forming part of this Report. The intervening gap between any two consecutive meetings was within the period prescribed under the provisions of the Companies

Act, 2013 and Listing Regulations.

13. COMPOSITION OF BOARD AND ITS ATTENDANCE:

The composition of the Board of Directors as on 31st March 2025 and attendance of members in the meetings held during the financial year 2024-25 are as under:

14. COMMITTEES OF BOARD:

The composition of the Committees of the Board of Directors has been mentioned in detail in the

Corporate Governance annexure to this report.

15. DECLARATION BY INDEPENDENT DIRECTORS:

TheCompanyhasreceivedthenecessarydeclarations from each Independent Director in accordance with

Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations, that he/she meets the criteria of independence as laid out in Section

149(6) of the Act and Regulation 16(1)(b) of the Listing

Regulations. And there has been no change in the circumstances affecting their status as Independent directors of the Company.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL: a. Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Company's

Articles of Association, Mrs. Rohini G. Kalyani (DIN

- 000519565), Director, retires by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for re-appointment.

During the year under review, the Board appointed Mr. Ajay Tandon as an Additional

Independent Director with effect from 27th April 2024, and Mr. Jeevan Mahaldar as an Additional Independent Director with effect from 30th May 2024. The Members of the Company subsequently approved their appointment as

Independent Directors for a term of five years, through special resolutions passed via postal ballot on 26th July 2024.

In the opinion of the Board, Mr. Ajay Tandon and Mr. Jeevan Mahaldar possess the requisite expertise, integrity, experience and proficiency.

b. Key Managerial Personnel

Mr. Aniruddha Hubalikar tendered his resignation from the position of Company Secretary and

Compliance Officer of the Company with effect from 9th April 2024. The Board took note of the same and placed it on record. Pursuant thereto,

Ms. Rachana Agarwal, possessing the requisite qualifications and experience, was appointed as the Company Secretary and Compliance

Officer with effect from 9 th August 2024.

Further, Mr. Viraj G. Kalyani resigned from the position of Chief Financial Officer (CFO), and resulting vacancy, Mr. Nilesh Bandale, to being a suitable candidate, was appointed as CFO with effect from 12th November 2024.

17. FORMAL ANNUAL EVALUATION:

In accordance with the provisions of the SEBI

(Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Board is responsible for monitoring and reviewing the Board evaluation framework. Additionally, as per the Companies Act, 2013, the Board is required to undertake a formal annual evaluation of its own performance, as well as that of its Committees and individual Directors. Further, Schedule IV of the Companies Act, 2013, provides that the performance evaluation of Independent Directors shall be conducted by the entire Board, excluding the Director being evaluated.

Pursuant to the above, the Company has formulated a Policy for performance evaluation of the Board, its

Committees, Independent Directors, Non-Executive Directors, and the Executive Director. The Company also benchmarked the best practices prevalent in the industry as part of the evaluation process. Based on these, a structured evaluation process was carried out by the Board to assess its own performance, along with that of its Committees and individual Directors.

A separate meeting of Independent Directors was held on 18th March 2025, wherein the performance of the Chairperson, Non-Independent Directors, and the overall functioning of the Board was evaluated. The Independent Directors also reviewed the adequacy and effectiveness of the flow of information between the Management and the Board.

Furthermore, the Company undertook a detailed familiarization program for Independent Directors covering the Company's business, its model, roles, responsibilities, and rights of Directors, among others. The Nomination and Remuneration Committee led the formal evaluation process using individual rating matrix. As part of this process, the performance of the Non-Independent Directors, the Chairman, and the Board as a whole was evaluated by the Independent Directors, while the performance of the respective Committees and both Independent and Non-Independent Directors was evaluated by the Board, excluding the Director being assessed.

18. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Policy of the

Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations. The Policy is also available on the Company's website at: https://kalyaniforge.com/investors/corporate-information/

19. HOLDING, SUBSIDIARIES, ASSOCIATES OR JOINT VENTURE COMPANIES:

During the period under review the Company does not have any holding, Subsidiary, Associates or Joint Venture company.

A. Statutory Auditors and Audit Report

M/s. M. P. Chitale, Chartered Accountants (Firm

Registration No. 101851W), who have offered themselves for appointment and confirmed their eligibility in accordance with Section 141 of the Companies Act, 2013 and applicable rules, were appointed as the Statutory Auditors of the

Company to fill the casual vacancy arising due to the resignation of M/s. Kalyaniwala & Mistry LLP. Their appointment, as approved by the

Members through postal ballot concluded on 29th December 2025, is effective from the said date and shall continue until the conclusion of the 46th Annual General Meeting of the Company, to audit the financial statements for the financial year ending 31st March 2025.

Further, following their appointment to fill the casual vacancy, the Board of Directors, at its meeting held on 27th May 2025, based on the recommendation of the Audit Committee, has approved the proposal for appointing M/s. M. P.

Chitale as Statutory Auditors for term of 5 (Five) consecutive years from FY2025-26 to FY2029-30 subject to the approval of the shareholders at the 46th Annual General Meeting of the Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. The

Auditors' Report is enclosed with the financial statements in this Annual Report.

B. Secretarial Auditor and the Audit:

In accordance with Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed

Mr. Nitin Prabhune (Membership No. FCS 6707), Company Secretary in Practice, as the Secretarial Auditor for the financial year 2024-25.

The Secretarial Audit Report for the said period is enclosed as Annexure 2 to this Report.

Further, pursuant to the recent amendments under SEBI Regulations and the Companies Act, 2013, which mandate that a listed entity shall appoint a Secretarial Auditor for a term not exceeding five consecutive years, subject to the approval of shareholders at the ensuing

Annual General Meeting, the Board of Directors, based on the recommendations of the Audit

Committee, at its meeting held on 27th May 2025, has approved the appointment of

M/s. PGBP & Associates LLP(Firm Unique code: L2022MH012600), Company Secretaries, as the

Secretarial Auditors of the Company, to comply with the said requirements.

C. Cost Auditors and Audit:

Pursuant to Section 148 of the Companies Act,

2013, read with the Companies (Cost Records and Audit) Rules, 2014, and in accordance with the applicable Cost Audit Orders, the Company is required to maintain cost records for its Forging Business, which are subject to audit. Accordingly, the Company has maintained the prescribed cost records for the financial year 2024-25.

In compliance with the aforesaid provisions, the Board has appointed M/s. R.C.K & Co., Cost Accountants (Firm Registration No. 002587), represented by Mr. Rahul Chincholkar, Partner (Membership No. F-27063), as the Cost Auditors to audit the cost records of the Company for the financial year 2025-26. The remuneration payable to the Cost Auditors, as recommended by the Board, is subject to the ratification of the shareholders at the ensuing Annual General

Meeting. Accordingly, the approval of the members is being sought for ratification of the proposed remuneration.

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost

Records and Audit) Rules, 2014, the Company has maintained cost accounts and records.

D. Reporting of fraud by auditors:

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act to the

Audit Committee.

21. INTERNAL FINANCIAL CONTROLS:

Pursuant to relevant provisions of the Act, the Board is responsible for establishing and maintaining adequate internal financial controls. In this regard, the Board has put in place well-defined policies and processes to ensure that such controls are adequate and operating effectively. These internal financial controls encompass the policies and procedures adopted by the Company to ensure the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

22. SECRETARIAL STANDARDS

The Company has complied with the applicable, mandatory Secretarial Standards issued by the Institute of Company Secretaries of India, during the Financial Year 2024-25.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the regulators and courts which would impact the going concern status of the company

24. HUMAN RESOURCES:

Our Company regards its human resources as one of its most valuable assets and continues to invest in attracting, retaining, and developing talent on an ongoing basis. Various initiatives and programs aimed at fostering employee engagement, growth, and well-being are actively being implemented. The Company places strong emphasis on nurturing internal talent through job rotation, job enlargement, and career development opportunities, thereby promoting a culture of continuous learning and growth.

25. RISK MANAGEMENT POLICY:

The Company has established a structured risk management framework to proactively identify, assess, prioritize, mitigate, and monitor key risks across its operations. The management is entrusted with the responsibility of periodically reviewing the risk management plan to ensure its continued effectiveness. Significant risks identified by various business units and functions are systematically addressed through well-defined mitigation plans, which are implemented and monitored rigorously on an ongoing basis.

In line with this approach, the Company has developed and implemented a comprehensive Risk

Management Policy after identifying elements of risk that, in the opinion of the Board, could potentially threaten the Company's operations or objectives.

The Risk Management Policy ensures alignment across the organization, and its implementation and effectiveness are periodically reviewed by the Audit Committee of the Board. The detailed

Risk Management Policy is also available on the Company's website for reference. https:// kalyaniforge.com/

26. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis comprising an overview of the financial results, operations

/ performance and the future prospects of the

Company form part of this Annual Report.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with Section 135 of the Companies Act, 2013, the Company has adopted a Corporate Social

Responsibility (CSR) Policy, outlining its commitment to contribute towards social, environmental, and community development initiatives. The disclosure pursuant to Rule 9 of the Companies (Corporate

Social Responsibility Policy) Rules, 2014, is provided as Annexure 3 to this Report. The detailed CSR Policy of the Company is also available on the Company's website for public reference. https://kalyaniforge. com/

Highlights of Corporate Social Responsibility Policy:

The Company proposes to undertake CSR projects and programs in respect of the activities stated below with a preference to implement these projects and programs in the areas in which it operates:

Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water;

Promoting education including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

Promoting gender equality, empowering women, setting-up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water.

Protection of national heritage, art and culture including restoration of buildings and sites historical importance and works of art; setting-up public libraries, promotion and development of traditional arts and handicrafts.

Measures for the benefit of armed forces veterans, war widows and their dependents.

Training to promote rural sports, nationally recognized sports, Paralympics Sports and

Olympic Sports.

Contribution to the Prime Minister's National

Relief Fund or any other fund set up by the

Central Government or the State Governments for socio-economic development and relief and funds for the welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women.

Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.

Rural development Projects.

28. HIGHLIGHTS ON COMPANY'S POLICY ON SEXUAL HARASSMENT:

Your Company is committed to fostering an open, safe, and inclusive workplace where every employee feels respected and empowered, regardless of gender, sexual orientation, or other personal attributes.

The Company maintains a policy of zero tolerance towards sexual harassment at the workplace and has implemented a Policy on Prevention, Prohibition, and

Redressal of Sexual Harassment in alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules made thereunder.

Recognizing the need for a more inclusive approach, the Company has voluntarily made the Policy gender neutral, extending its coverage to all employees—permanent, temporary, contractual, and trainees—as well as visiting, consultants, service providers, and any other persons present at the Company's premises. This reflects the Company's commitment to providing an equitable work environment and upholding the principles of equal opportunity and gender equality.

During the year under review, the Company conducted both physical and video-based awareness sessions on POSH at its factory and office premises. These sessions are also made available on the employee portal to promote wider awareness and understanding of the Policy. It is noteworthy that no complaints were received under the POSH Act during the year, and the necessary disclosure in this regard is provided in Annexure 4 to this Report.

29. PARTICULARS OF EMPLOYEES:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as

Annexure 5.

30. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

Your Company is committed to conducting its business with the highest standards of integrity, transparency, professionalism, honesty, and ethical behavior. In line with this commitment and pursuant to the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 22 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, and the SEBI (Prohibition of Insider

Trading) Regulations, 2015, the Board of Directors has adopted a Vigil Mechanism/Whistle Blower Policy, which is also available on the Company's website.

The Company has, over the years, built a strong reputation for ethical business conduct and maintains a zero-tolerance stance towards any form of unethical or improper behavior. The Vigil Mechanism ensures that Directors, employees, and other stakeholders can report genuine concerns in a secure and confidential manner, including providing direct access to the Chairperson of the

Audit Committee. It is affirmed that no personnel have been denied access to the Audit Committee under this mechanism.

During the year under review, no complaints were received under the Vigil Mechanism/Whistle Blower Policy. The details of the policy and the mechanism for reporting concerns are available on the Company's website at https://www.kalyaniforge.co.in/investors/ corporate-information/.

31. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the Auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed with the report.

32. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, THE PARTICULARS RELATING TO THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, form part of this Report and are annexed as Annexure 6.

33. INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year, no application or proceeding was initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

34. SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, the Company did not enter into any settlements with Banks or Financial Institutions.

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

During FY2024-25, no insolvency proceedings were initiated against the Company under the Insolvency and Bankruptcy Code, 2016. Consequently, there were no instances of one-time settlements with banks or financial institutions

36. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section

(3) of Section 134 of the Companies Act, 2013, based on the information received from the operating management, your Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;

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

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

37. ACKNOWLEDGEMENT:

Your Directors wishes to place on record its sincere appreciation to all stakeholders, including investors, customers, vendors, banks, and the Central and State

Government authorities, for their continued support, trust, and cooperation during the year under review.

Your Directors also extend their deep gratitude to the Company's valued investors and business partners for their consistent assistance and collaboration. Further, the Board expresses its heartfelt appreciation for the dedication, commitment, and hard work of the employees of the Company, whose efforts have been instrumental in the Company's progress and success.