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Amforge Industries Ltd			Industry : Finance & Investments


BSE Code:	513117	NSE Symbol:	AMFORGEIND	P/E(TTM):	27.57

ISIN Demat:	INE991A01020	Div & Yield %:	0	EPS(TTM):	0.35

Book Value(Rs):	9.1167166	Market Cap ( Cr.):	13.88	Face Value(Rs):	2

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Dear Shareholders,

e 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:

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

(Rs. In 000's)

Sr. No.	Particulars	For the year ended 31^st March 2025	For the year ended 31^st March 2024
1.1	Income from Operations	-	-
1.2	Other Income	27298.70	26311.32
1.3	Profit/(Loss) before Depreciation & Amortisation	10871.95	4183.82
1.4	Depreciation & Amortisation	4542.18	3206.82
1.5	Profit / (Loss) before Tax	6329.76	977.00
1.6	Provision for Income Tax	410.00	2235.00
1.7	Deferred Tax (Net)	1193.85	1432.57
1.8	Net Profit/(Loss) after Tax	4725.92	(2690.57)

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. e 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:

e 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:

e 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:

ere 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:

e 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 Fi_y-Second Annual General Meeting (AGM) held on 23^rd July, 2024 until the conclusion of the Fi_y-Seventh AGM of the Company to be held in the year 2029.

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

ere 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:

ere 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:

e Company does not have any manufacturing activities. e particulars prescribed under Section 134 of the Companies Act, 2013 read with rule 8 (3) of the 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 akkar 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 akkar 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:

e 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 e 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. e 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. e Nomination and Remuneration Committee evaluated the performance of the Board at its whole. e 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. e Board was of the unanimous view that the Independent Directors were reputed professionals and brought their rich experience to the deliberations of the Board. e 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. ere was Share Transfer Executive Committee which was dissolved with the approval of Board Members in the board meeting dated 27^th May, 2025. e 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:

e 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 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, Audit Committee was reconstituted as Mr. Sunil K. Aggarwal (DIN: 00005385) ceased to be an Independent Director of the Company. e 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

e 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:

e Company has adopted Whistle blower policy to report genuine concerns. e 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. e Whistle Blower Policy of the Company can be accessed on https://amforgeindia.in/#Investors

B. Nomination and Remuneration Committee:

e 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 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, Nomination and Remuneration Committee was reconstituted as Mr. Sunil K. Aggarwal (DIN: 00005385) was no longer an Independent Director of the Company. e 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

e 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:

e 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. e 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

e role of the Committee is to consider and resolve securities holders' complaint. e 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. e Report of the Secretarial Auditor is annexed herewith as Annexure I.

19. Number of meetings of the Board of Directors:

e Board of Directors met five (5) times during the financial year. e 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:

Sr. No. Date

1. 24^th May, 2024

2. 21^st June, 2024

3. 09^th August, 2024

4. 14^th November, 2024

5. 11^th February, 2025

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

e 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. e 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:

e particulars of contract or arrangement entered into by the Company with related parties referred to in subsection (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:

e 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:

e 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. us, 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. e 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:

e 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:

e 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:

e 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:

e 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 cooperation.

	For and on behalf of the Board of Directors
	Jayesh V. akkar
	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