The Board of Directors ("the Board") of Amforge Industries Limited ("the Company") presents 53^rd Annual Report
along with the Audited Financial Statements for the financial year ended 31^st March 2025.

1. Financial Summary or highlights/performance of the Company:

The financial highlights of the Company, for the financial year ended 31^st March, 2025 is summarized below:

(Rs. In 000’s)

2. Review of Operations:

During the year under consideration, total income of the Company was Rs. 27298.70 thousands as against
Rs.26311.32 thousands during the previous year. Profit before tax was Rs. 6329.76 thousands for current
financial year 2024-25 as against Rs. 977.00 thousands for previous financial year 2023-24. The profit after tax in
2024-25 was Rs.4725.92 thousands as against loss of Rs.2690.57 thousands in 2023-24.

3. Dividend:

With a view to conserve the resources, your Directors do not recommend any dividend for the financial year
ended 2024-25.

4. Share Capital:

The Company’s Paid-Up Equity Share Capital as at 31^st March 2025 was Rs. 28774.42 thousands comprising
143,87,212 equity shares of Rs.2/- each and the Company has not issued any Employee stock options, sweat
equity shares, or preferential shares with differential voting rights.

5. Reserves:

The Board does not propose to carry any amounts to General Reserves.

6. Change in the nature of business, if any:

During the year there was no change in the nature of business.

7. Material changes and commitments, if any, affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial statements relate and
the date of the report:

No material changes have occurred subsequent to the close of the financial year of the Company to which the
balance sheet relates and the date of the report.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company’s operations in future:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company’s operations in future.

9. Details of Holding/Subsidiary/Joint Ventures/Associate Companies:

The Company did not have any Holding/Subsidiary Company/Joint Venture/Associate Company during the
year under review. Accordingly, the following disclosures are not applicable:

• Form AOC-1 pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read
with rule 5 of the Companies (Accounts) Rules, 2014) under section 134 of the Companies Act, 2013, in
Form AOC - 1.

• Highlights of performance of subsidiaries, associates and joint venture companies and their contribution
to the overall performance of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules,
2014) under section 134 of the Companies Act, 2013.

• Receipt of commission from any holding company or subsidiary company by a Director of the Company.

10. Statutory Auditors:

M/s. Banka & Banka, Chartered Accountants (Firm Registration No. 100979W) were appointed as the Statutory
Auditors of the Company to hold office for a period of five consecutive years starting from the conclusion of the
Fifty-Second Annual General Meeting (AGM) held on 23^rd July, 2024 until the conclusion of the Fifty-Seventh
AGM of the Company to be held in the year 2029.

11. Explanation of qualification made by the auditors in their reports:

There are no qualifications, reservations or adverse remarks by the Auditors of the Company and therefore,
there are no further explanations to be provided for in this Report.

12. Reporting of fraud by the Statutory Auditors:

During the year under review, there were no instances of material or serious fraud falling under Section 143
(12) of Companies Act, 2013 and Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or
employees reported by the Statutory Auditors of the Company during the course of the audit.

13. Management Discussion and Analysis:

There were no manufacturing activities to report on Management Discussions and Analysis under Regulation
34(2) [e] of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the year ended 31^st
March, 2025, is placed on website of the Company i.e. https://amforgeindia.in/#Investors and which shall be
treated as part of this Report.

15. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Conservation of Energy and Technical Absorption:

The Company does not have any manufacturing activities. The particulars prescribed under Section 134 of the
Companies Act, 2013 read with rule 8 (3) ofthe Companies (Accounts) Rules, 2014, relating to the conservation
of energy and technology absorption does not apply to the limited operations of the Company.

Foreign Exchange Inward - NIL

Foreign Exchange Outward - NIL

16. Directors and Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel:

In accordance with the provisions of the Companies Act, 2013 read with the applicable rules thereto,
including any statutory modification(s) or re-enactment thereof for the time being in force (‘the Act’), Mr.
Puneet Makar (DIN: 00364000), is liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.

During the year under review, Mr. Jayesh Thakkar resigned as the Chief Financial Officer of the Company
on 24^th May 2024 and was appointed as an Additional Director designated as the Managing Director-cum-
CEO of the Company in the Board Meeting held on 24^th May 2024. In the 52^nd Annual General Meeting
held on 23^rd July 2024, the members approved appointment of Mr. Jayesh Thakkar as a Managing Director
and CEO of the Company for a term of 3 years effective from 24^th May 2024. Mr. Balasubramanian Konar
ceased to be the Chief Executive Officer of the Company and was designated as Chief Financial Officer
w.e.f 24th May, 2024.

Further, the 2^nd term of Mr. Sunil Aggarwal (DIN: 00005385) as an Independent Director of the Company
was completed and he ceased to be the Independent Director of the Company w. e. f. 12^th September,
2024.

Mr. Kinshuk Tiwari resigned as the Company Secretary of the Company on 31^st July 2024 and Mrs.
Bhavana Divyesh Shah (Membership no. F2430) was appointed as the Company Secretary of the
Company on 14^th November 2024.

Further, Mr. Ajit Pandurang Walwaikar (DIN: 00022123), Independent Director, 1^st term as an Independent
Director shall expire on 11^th November, 2025 and the Nomination and Remuneration Committee and the
Board of Directors in their meeting held on 11^th August, 2025 proposed to re-appoint him for 2^nd term of
5 consecutive years and commends the members to pass the said resolution at item no. 3 of the Notice as
a Special Resolution.

Brief resume of the directors proposed to be re-appointed and relevant information including nature of
their expertise in specific functional areas, qualifications, terms of appointment, details of remuneration,
names of the Companies in which they hold directorship and the memberships/chairmanships of
Committees of the Board, their shareholding in the Company, etc., as stipulated under the Listing
Regulations and Secretarial Standards have been furnished separately in the Notice convening this AGM.

B. Statement on Independent Directors’ declaration and disclosure of disqualification by the Directors:

The Company has received the declaration u/s 149(7) of the Companies Act, 2013 (“the Act”) from the
Independent Director, Mr. Ajit Pandurang Walwaikar (DIN: 00022123), Mr. Sanjay Rajaram Posam
(DIN: 09542601) and Mr. Navin Chandramani Sharma (DIN: 09555459) of the Company confirming
that they meet the criteria of Independence as prescribed both under the Act and the Securities and
Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“Listing
Regulations”) and in the opinion of the Board of Directors, the Independent Director fulfill the criteria of
independence as provided under the Act, rules made thereunder, read with the Listing Regulations and
that they are independent of the management. In terms of Section 150 of the Companies Act, 2013 read
with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have registered themselves with the databank
maintained by The Indian Institute of Corporate Affairs at Mumbai (IICA).

C. Performance evaluation of the Board, Committees & Directors:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried
out an annual performance evaluation of its individual Directors as well as the evaluation of the working
of its Audit, Nomination & Remuneration and Stakeholders’ Relationship Committees. The Directors
were evaluated on aspects such as attendance and contribution at Board and Committee meetings,
communicating inter se board members and guidance and support to the management outside Board
and Committee meetings. The Nomination and Remuneration Committee evaluated the performance
of the Board at its whole. The Board as well as the Nomination and Remuneration Committee found the
performance to be satisfactory.

D. Directors:

i. Independent Director:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the
performance of the independent director was evaluated by the entire Board of Directors (in the
absence of the director getting evaluated) on various parameters like engagement, leadership,
analysis, decision making, communication, governance, interest of stakeholders, etc. The Board
was of the unanimous view that the Independent Directors were reputed professionals and brought

their rich experience to the deliberations of the Board. The Board also appreciated the contribution
made by the Independent Directors in guiding the management to achieving higher growth of the
Company.

ii. Familiarization Programme to Independent Directors:

In view of the exemption provided from the provisions of Corporate Governance to the Company
under 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the
Company is not required to convene Familiarization Programme. However, on appointment of
any Director as well as in every Board Meeting, the Directors are periodically updated about the
business model of the Company, their roles and responsibilities as well as financial position and
workings of the Company.

17. Details of Committees of the Board:

Currently, the Board has 3 Committees: Audit Committee, Nomination and Remuneration Committee and
Stakeholders’ Relationship Committee. There was Share Transfer Executive Committee which was dissolved
with the approval of Board Members in the board meeting dated 27^th May, 2025. The Composition of various
committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules
thereunder and Listing Regulations, are as follows:

A. i. Audit Committee:

The Board had constituted an Audit Committee comprising of Mr. Sunil K. Aggarwal (DIN: 00005385),
Independent Director as the Chairperson of the Committee, Mr. Ajit Pandurang Walwaikar (DIN: 00022123),
Independent Director and member ofthe Committee, Mr. Sanjay Rajaram Posam (DIN-09542601), Independent
Director and member of the Committee and Mr. Navin Chandramani Sharma (DIN: 09555459), Independent
Director and member of the Committee.

With effect form 12.09.2024, Audit Committee was reconstituted as Mr. Sunil K. Aggarwal (DIN: 00005385)
ceased to be an Independent Director of the Company. The Audit Committee as on 31^st March 2025 comprises
of the following directors: -

• Mr. Ajit Pandurang Walwaikar- Chairman, Non - Executive Independent Director

• Mr. Sanjay Rajaram Posam- Member, Non - Executive Independent Director

• Mr. Navin Chandramani Sharma- Member, Non - Executive Independent Director

The recommendations of the Audit Committee are always welcomed and accepted by the Board and all major
steps impacting the financials of the Company are undertaken only after consultation with the Audit Committee.

A. ii. Details of establishment of vigil mechanism for directors and employees:

The Company has adopted Whistle blower policy to report genuine concerns. The Policy allows the
whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstance and
also protects them from any kind of discrimination or harassment. The Whistle Blower Policy of the Company
can be accessed on https://amforgeindia.in/#Investors

B. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprised of Mr. Sunil K. Aggarwal (DIN: 00005385),
Independent Director as the Chairperson of the Committee, Mr. Ajit Pandurang Walwaikar (DIN: 00022123),
Independent Director and member ofthe Committee, Mr. Sanjay Rajaram Posam (DIN-09542601), Independent
Director and member of the Committee and Mr. Navin Chandramani Sharma (DIN: 09555459), Independent
Director and member of the Committee.

With effect form 12.09.2024, Nomination and Remuneration Committee was reconstituted as Mr. Sunil K.
Aggarwal (DIN: 00005385) was no longer an Independent Director of the Company. The Nomination and
Remuneration Committee as on 31^st March 2025 comprises of the following directors: -

• Mr. Sanjay Rajaram Posam- Chairman, Non - Executive Independent Director

• Mr. Ajit Pandurang Walwaikar- Member, Non - Executive Independent Director

• Mr. Navin Chandramani Sharma- Member, Non - Executive Independent Director

The Committee has framed a policy to determine the criteria and qualification for appointment of Directors,
positive attributes, independence of Director, attributes for appointment and basis of determination of
remuneration and performance evaluation of all the Directors, Key Managerial Personnel and other employees
and methods for their sustainability and the same can be accessed on the website of the Company at
https://amforgeindia.in/#Investors

C. Stakeholder’s Relationship Committee:

The Stakeholder’s Relationship Committee comprised of Mr. Sunil K. Aggarwal (DIN: 00005385), Independent
Director as the Chairperson of the Committee, Mr. Ajit Pandurang Walwaikar (DIN: 00022123), Independent
Director and member of the Committee, Mr. Sanjay Rajaram Posam (DIN-09542601), Independent Director
and member of the Committee and Mr. Navin Chandramani Sharma (DIN: 09555459), Independent Director
and member of the Committee.

With effect form 12.09.2024, Stakeholder’s Relationship Committee was reconstituted as Mr. Sunil K. Aggarwal
(DIN: 00005385) ceased to be the Independent Director of the Company. The Stakeholder’s Relationship
Committee as on 31^st March 2025 comprises of following directors: -

• Mr. Ajit Pandurang Walwaikar- Chairman, Non - Executive Independent Director

• Mr. Sanjay Rajaram Posam- Member, Non - Executive Independent Director

• Mr. Navin Chandramani Sharma- Member, Non - Executive Independent Director

The role of the Committee is to consider and resolve securities holders’ complaint. The meetings of the
Committee are held once in a quarter and the complaints are responded within the time frame provided.

18. Secretarial Auditor and its Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Hemanshu
Kapadia & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for
FY 2024-25. The Report of the Secretarial Auditor is annexed herewith as Annexure I.

19. Number of meetings of the Board of Directors:

The Board of Directors met five (5) times during the financial year. The intervening gap between any two
meetings was not more than prescribed days under the Companies Act, 2013. Details of dates of Board meeting
are as under:

20. Particulars of loans, guarantees or investments under section 186:

The details of inter-corporate loans, guarantees provided and securities purchased/subscribed by the Company
is provided in Note no.5 & 6 of the Audited Financial Statement of the Company as at 31^st March 2025 and the
same is within the prescribed limits under Section 186 of the Companies Act, 2013. The Investments made by
the Company in mutual funds is provided under Note no. 4 of the Audited Financial Statement of the Company
as at 31^st March 2025.

21. Particulars of contracts or arrangements with related parties:

The particulars of contract or arrangement entered into by the Company with related parties referred to in sub¬
section (1) of Section 188 of the Companies Act, 2013 including material transactions entered at arms’ length

under third proviso, in prescribed Form No. AOC - 2 are appended as Annexure II to the Board’s Report.

22. Deposits:

The Company has neither accepted nor invited any deposit from the public within the meaning of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposit Rules) 2014.

23. Directors’ Responsibility Statement:

Pursuant to Sections 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company
hereby confirm that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed,
along with proper explanation relating to material departures, if any;

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 and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 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;

e) the Directors had laid down internal financial controls to be followed by the Company & that such
internal financial controls are adequate and were operating effectively; and

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.

24. Managerial Remuneration:

The Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Remuneration paid to Executive, Non-Executive and Independent Directors during the year 2024-25 are
annexed to this Board’s report as Annexure III

25. Report on Corporate Governance:

As per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to your Company.
Thus, the Company is not required to annex a Report on Corporate Governance.

26. Corporate Social Responsibility (CSR):

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the
Corporate Social Responsibility (CSR), your Company is not governed by the provisions of Section 135 of the
Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is
not required to formulate a policy on CSR and was not required to constitute a CSR Committee.

27. Risk Assessment and Management:

Your Company has a well-defined Risk Management System in place, as a part of its good Corporate Governance
practices. The Board of Directors mitigates plans and reviews these risks from time to time and discusses the
same in the Board meetings.

28. Internal Financial Control System and their Adequacy:

The Company has in place adequate internal financial controls concerning financial statements which were
tested and no reportable weakness was observed, during the financial year under review.

29. Secretarial Standards:

The Company complies with the Secretarial Standards 1 and 2 issued by Institute of Company Secretaries of
India.

30. Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal)
Act, 2013:

During the year under review, as the number of employees in the Company was less than 10, the Company
was not required to constitute the Internal Complaints Committee under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further, your Directors state that during the year under review, the Company has not received any complaints
and there we were no cases filed/pending under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 as at 31^st March 2025.

31. Maternity Benefit

In accordance with recently amended Companies (Accounts) Second Amendment Rules, 2025 dated 30th
May, 2025, the Company states that as there were less than 10 employees in the Company during the year, the
provisions relating to Maternity Benefit Act 1961 is not applicable to the Company.

32. Cost Audit:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, therefore no such records were required to be maintained.

33. Other Disclosures/Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Names of the Companies who have become or ceased to be its Subsidiaries, joint ventures or associate
companies during the year.

c) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year along with their status as at the end of the financial year.

d) 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.

34. Acknowledgements:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the
Company by its shareholders, Bankers and various Government agencies. Your Directors also place on record
the commitment and involvements of the employees at all levels and look forward to their continuous co¬
operation.

For and on behalf of the Board of Directors

Jayesh V. Thakkar

Managing Director
DIN-03474967

1118, Dalamal Tower,
11th Floor Free Press Journal Marg,
Nariman Point, Mumbai,
Maharashtra, 400021

Date: 11^th August, 2025
Place: Mumbai

Registered Office: 1118, Dalamal Tower,

11th Floor Free Press Journal Marg, Nariman Point,

Mumbai, Maharashtra, 400021
CIN: L28910MH1971PLC015119