The Directors present the 88^th Annual Report along with the Audited Financial Statements of the Company for the year ended 31st March 2024.

1. Summarised Financial Results are given below_

2. Company Performance

During the year the turnover of the company increased to Rs.6832.24 Lakhs compared to Rs.5846.31 lakhs in the previous year . This is a 17% increase over the previous year. The orders are steady and the company plans to grow it turnover at an increased pace during the current year 2024-25.

Regarding the exceptional income reported, it pertains mainly to the amount received against the slump sale of the company envisaged in 2018 but dropped later in November 2019 due to non completion of payment of the total consideration by the proposed buyer and no correspondence regarding the same in the last five years, the amount was written back during the year based on legal advice.

3. Dividend

The Directors have not recommended any dividend for the year under report.

4. Reserves

Your Directors do not propose to transfer any amount to the general reserves and the entire amount of profit for the year forms part of the ‘Retained Earnings''.

5. Borrowings

There are no borrowings from banks or financial institutions.

6. CORPORATE MATTERS

6.01 Human Resources

El Forge has always been a people driven Company and its employees remain its most valuable asset.

Our employees have always extended full cooperation and support during good as well as difficult times, and have unstintingly put their best effects to deliver on all our commitments.

The Human Resources practices at your Company empowers the employees through greater knowledge, opportunity, responsibility, accountability and reward. Emphasis is laid on identifying & nurturing talent. Continuous improvement techniques are followed for betterment of the skills in the organisation by implementing TQM & other training programs and there exists an excellent system of assessment of the employees based on the sound HR practices.

During the year under review there were 152 employees on the rolls of the company.

6.02 Directors &Key Managerial Personnel

During the year there were no changes in the Directors or the key management personnel.

Independent Directors’ Declaration:

The Company has received the necessary declarations 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. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board.

7. Corporate Governance

With reference to Corporate Governance, the Company has complied with all possible requirements of the guidelines as laid out in Clause 49 of the Listing Agreement. Annexure A contains report on corporate governance enclosed herewith.

At present the Company has Four directors of which one director is an Executive Director and Three are nonexecutive.

8. Internal Control System and their adequacy

The Company has adequate system of internal control with reference to the financial as well as nonfinancial operations. All the transactions are properly authorised, recorded and reported by the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Company ensures proper and adequate systems and procedures commensurate with its size and nature of its business even though there is no internal auditor during the year under report.

V.Srinivasan & Co, Chennai are the internal Auditors of the company.

9. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014 relating to Conservation of Energy, technology absorption and foreign exchange earnings and outgo for the financial year 2023-24 are annexed as Annexure B which forms part of this Report.

10. Management Discussion and Analysis

Management Discussion and Analysis report for the year under report as stipulated under Clause 49 of the Listing Agreement in respect of the Stock Exchanges in India, is enclosed herewith (please refer Annexure C).

11. Research & Development

R&D in El Forge is a continuous process. All efforts in product design and process development are directed at Customer’s satisfaction, competitiveness, quality and responsiveness. This includes focus on material wastage reduction by improvement in technology and equipment with major emphasis at the Tool Room for value engineered die design and manufacture. Simultaneous efforts are made at the shop floor to improve manufacturing efficiency to sustain the development efforts. Annexure B to this report contains the details thereof.

12. Industrial Relations

Employees, at all levels, have contributed to the performance of the Company. Your directors place on record the co-operation of employees received during the year under report. The Directors also place on record the unstinted cooperation extended by the staff members during the period under report .

13. Fixed Deposits

The Company has not accepted (or renewed) any fixed deposits during the year under report. There are no amounts outstanding as Fixed Deposits.

14. Applicability of Section 197(12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Only one director is an executive Director in the company. There are two Key Management Personnel. The remuneration to all the three have been disclosed.

Disclosure under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has been shown separately in Annexure -D)

15. Directors Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby states and confirms that:

a) In the preparation of Annual Accounts, the applicable accounting standards had been followed.

b) The Directors 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 as at 31st March,2024 and of the Profit or Loss of the Company for that year.

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) That proper internal financial controls were followed by the Company and that such internal financial controls was adequate and were operating effectively.

f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Formal Annual Evaluation of the Performance of the Board, its Committees, Chairman and Individual Directors

The annual evaluation of performance of the Board of Directors, its committees, chairman and individual directors for the reporting year was conducted in accordance with the provisions of the Act and the Listing Regulations, 2015.

Information on the process of the formal annual evaluation made by the Board of its own performance and that of its committees, chairman and individual directors is given in the Corporate Governance Report, which forms part of this Annual Report.

16. Remuneration Policy of the Company

The remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria of determining qualifications, positive attributes, independence of a director and other related matters have been provided in the Corporate Governance report which is attached, herewith.

17. Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company engaged the Services of Mrs.B.Venkatalakshmi, Company Secretary in Practice, to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2024.

The Secretarial Audit report (in Form MR-3) is attached as Annexure to this Report. Please refer Annexure F in this report.

18. Related Party Transactions

All transaction entered by the Company with Related Parties were in the ordinary course of business and at Arm’s Length pricing basis. The Audit Committee granted omnibus approval for the transaction (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors. There were no materially significant transactions with Related Parties during the financial year 2023 -24 which were in conflict with the interest of the Company Suitable disclosures as required under IND AS 24 have been made in the notes on accounts forming part of the financial statements. Accordingly there are no transactions that are required to be reported in Form AOC-2 and accordingly AOC-2 has not been attached.

19. Corporate Social Responsibility

Our company does not fall under the criteria laid for Corporate Social Responsibility under section 135 of the Companies Act,2013 and hence the section is not applicable to the Company for the year under report.

20. Particulars of Loans, Guarantees or Investments

Your Company has not given any loan or given any Guarantees or made any investment during the year under Section 186 of the Companies Act, 2013

21. Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its powers) Rule 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the policy on Vigil Mechanism/Whistle Blower and the same is hosted on the Website of the Company. The policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

22. Cost Records, Cost Auditors and Cost Audit Report [as required by Rule 8(5)(ix) of Companies (Accounts) Rules, 2014, as amended]

Rule 8(05)(ix) of the Companies (Accounts) Rules,2014 requires to disclose, in the Board's Report, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company; in terms of the aforesaid requirement following disclosure has been made, relating to Cost Record and the cost audit.

(01) 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 made and maintained cost records and cost accounts, for the products manufactured by the Company. .

(02) Cost Audit is not applicable for the Financial Year 2023 -24.

23. Additional Details, as amended

The Ministry of Corporate Affairs, Government of India, issued notifications dated 24th March 2021 to amend Companies (Accounts) Rules, 2014 to enhance the disclosures required to be made by the Company in Board Report, vide the Companies (Accounts) Amendment Rules 2021, by amending Amendment in Rule 8, i.e., matters to be included in Board’s Report, with effect from Financial Year 2021-22. However, there is nothing to disclosure under the following sub-clauses, namely:

(01) Clause 8(5)(xi)

The 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: Nil

(02) Clause 8(5)(xii)

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: Nil

24. Compliance of Secretarial Standard

As required by paragraph 9 of the SS-1, Secretarial Standard on Meetings of the Board of Directors, as amended/ revised by the ICSI, the Institute of Company Secretaries of India, and approved by the Central Government under Section 118(10) of the Act, which are applicable w.e.f. 01-10-2017, following disclosure has been made:

“The Board has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively throughout the year under report and subsequent years”

25. Director

Presently there are four Directors in the company. Two promoter Directors and two independent directors.

26. Statutory Auditors

The Company has appointed Mr.D.Venkatesan, FCA,Chartered Accountant (ICAI M.No. 026465), Chennai as the Statutory Auditor of the Company from the conclusion of the 86th AGM till the conclusion of the 90th AGM. The Statutory Auditor has confirmed that his appointment satisfies the independence criteria as required under the Act . The Audit report for the year 2023-2024 is attached to the annual report.

Details regarding frauds reported by Auditors under section 143(12) of the Act

In terms of the provisions of section 143(12) of the Act read with rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the year under review, the auditors have not reported any frauds to the Audit Committee or to the Board and therefore, no details pursuant to the provisions of section 134(3)(ca) of the Act are required to be disclosed.

Annual Return

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at www.elforge.com.

27. Material changes

There has been no material changes affecting the financial position of the company between 31st March,2024 till the date of the report.

(01) 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 was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

(02) Other Disclosures

> There is no change in the nature of business of the Company during FY2023-2024.

> Your Company has not accepted any public deposits under Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during FY2023-2024.

> A cash flow statement for FY2023-2024 is attached to the Balance Sheet.

> The securities of the Company were not suspended from trading during the year under review on account of corporate actions or otherwise.

> There was no revision to the financial statements and Directors’ Report of the Company during the year under review.

> Details as prescribed under section 134 of the Act and Rules made thereunder, applicable to the Company, have been specifically given in this Report, wherever applicable.

28. Prohibition and redressal of sexual harassment of women at work place

Pursuant to the new legislation, “ Prevention, Prohibition of and Redressal of Sexual harassment of Women at Work place Act,2013” the company has framed a policy on prevention of sexual harassment at work place. There were no cases reported during the year under review under the policy.

29. The Annual Report for 2023-24 has been posted in the website of the company it can be accessed by clicking the following link.

Annualreport 2023-24.pdf (elforge.com)

30. Acknowledgements

The Company places on record the co-operation of Bankers, Bank of Baroda, Indus Ind Bank We also thank all our Customers, Suppliers, Employees and others connected with the business for their co-operation. We sincerely thank the shareholders for their support.