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 31^st 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 financial statements provided in 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
Note 30.7 to the financial statements.

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://kalvaniforge.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.

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:

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

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 29^th 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.

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 27^th April
2024, and Mr. Jeevan Mahaldar as an Additional
Independent Director with effect from 30^th
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 26^th July 2024.

I n 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 9^th 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
to fill the resulting vacancy, Mr. Nilesh Bandale,
being a suitable candidate, was appointed as
CFO with effect from 12^th 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 18^th 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.

20. AUDITORS

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

Further, following their appointment to fill the
casual vacancy, the Board of Directors, at its
meeting held on 27^th 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
46^th 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 27^th 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.

I n 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.

I n 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://
kalvaniforge.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) i n the preparation of the annual accounts, the
applicable accounting standards had been
followed and there were no material departures;

(b) t he 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) t he 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.

For and on behalf of the Board

Place: Pune Mrs. Rohini G. Kalyani

Date: 27^th May 2025 Executive Chairperson

(DIN: 00519565)