Your Directors take pleasure in presenting their report on the business and operations of your Company along with
Audited Financial Statements for the year ended on March 31, 2024.

Financial Performance

(Rs. in Lakhs)

Review of Performance

In the financial year 2023-24, the Company earned Rs. 2,507.17 Lakhs from revenue from operations compared to Rs.
3,323.14 Lakhs to that of previous financial year 2022-23. The Company has earned profit after tax of Rs. 211.77 Lakhs
during the financial year 2023-24 as compared to profit of Rs. 75.12 Lakhs in the financial year 2022-23.

The Board of Directors expects a growth in the Revenue from Operations and ultimately an increase in the Net Profit over
the upcoming Financial Years.

Dividend & Reserves

Your Directors regret to recommend any dividend for the year 2023-24 (previous year Nil).

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has
been carried to the Balance Sheet.

Change in Nature of Business

During the year under review, there is no change in the Nature of business activities carried out by the Company.

Changes to Share Capital

Authorized, Issued, Subscribed and Paid-up share capital:

At present the Authorized Share Capital of the Company stands at Rs. 6,00,00,000.00 divided into 6000000 Equity
Shares of Rs. 10.00 each and the Paid-up Share Capital stands at Rs. 4,30,86,000.00 divided into 4308600 Equity Shares
of Rs.10.00 each fully paid-up.

There has been no change in the Equity Share Capital during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board

During the Financial Year 2023-24, the Board of the Company comprises of four Directors out of which one is Executive
Director, one is Non-Executive Director and rest of the Directors are Non-Promoter Non-Executive Independent Directors.

As on the date of this report, the Board comprises following Directors.

~ Excluding Section 8 Company, struck off Company, Amalgamated Company and LLPs.

^ACommittee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees
across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have
been made by all the Directors. Further, none of the Directors of the Company is disqualified for being appointed as a
Director pursuant to Section 164 (2) of the Companies Act, 2013.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of
Independent Director in more than 3 Listed Companies. None of the Director of the Company is holding position as
Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for
being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the
Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and
other businesses. During the year under review, Board of Directors of the Company met 10 (Ten) times viz; May 20, 2023;
August 14, 2023, August 21, 2023, October 28, 2023, November 02, 2023, November 30, 2023, December 18, 2023,
January 03, 2024, February 14, 2024 and March 31, 2024.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;

Changes in Directors

During the Financial year 2023-24, there was no change in the Directorship of the Company.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act 2013, Ms. Priyanka
Sharma, Non-Executive Women Director of the Company, retires by rotation at the ensuing Annual General Meeting. She,
being eligible, offers herself for re-appointment as such. The Board of Directors recommends her appointment on the
Board.

During the Financial year 2024-25, Mr. Kanubhai Mansukhlal Nandani, Ms. Rekha Nitin Parekh and Mr. Vishnubhai
Indubhai Patel resigned from the Board w.e.f July 27, 2024, September 02, 2024 and September 02, 2024 respectively.

During the Financial year 2024-25, Mr. Kiran Bhartabhai Mistri, Ms. Priyanka Sharma and Mr. Heera Lal Kumhar
appointed in the Board w.e.f July 27, 2024, September 02, 2024 and September 02, 2024 respectively.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on date of this report, the Company
has two Non-Promoter Independent Directors in line with the Companies Act, 2013. A separate meeting of Independent
Directors was held on February 14, 2024 to review the performance of Non-Independent Directors and Board as whole
and of the chairman and assess the quality, quantity and timeliness of flow of information between Company Management
and Board. The terms and conditions of appointment of Independent Directors and Code for Independent Director are
incorporated on the website of the Company at www.adityaforge.com. The Company has received necessary declaration
from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of
independence laid down in Section 149 (6) of the Companies Act, 2013.

Details of Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Company has Ms. Mansi Pratik Patel who was acting as
Company Secretary and Compliance Officer of the Company, during the year under review.

During the Financial Year 2024-25, Ms. Mansi Pratik Patel has resigned as the Company Secretary and Compliance
Officer of the company w.e.f. April 30, 2024 and Ms. Prachi Nahar has appointed as Company Secretary and Compliance
Officer of the company w.e.f. April 30, 2024.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Act.

o The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of
the criteria such as the board composition and structure, effectiveness of board processes, information and
functioning etc.

o The performance of the committees was evaluated by the board after seeking inputs from the committee members on
the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
o The board and the nomination and remuneration committee reviewed the performance of the individual directors on
the basis of the criteria such as the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the performance of chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors,
performance of the board as a whole and performance of the chairman, taking into account the views of executive
directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board, excluding the independent director being
evaluated.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability,
confirm that:

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been
followed and that no material departures have been made from the same;

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 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 for the year ended March 31, 2024 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and 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.

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of
applicable laws and statutes, details of which are given hereunder.

1. Audit Committee

Audit Committee meeting is generally held once in quarter for the purpose of recommending the quarterly/half
yearly/yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit

Committee met 5 (Five) times during the financial year 2023-24 viz; May 20, 2023; August 14, 2023, August 21, 2023,
November 02, 2023 and February 14, 2024.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the
employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of
company’s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who
avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional
cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is
available on the website of the Company at www. adityaforge. com.

2. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the
Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person
who is qualified to become Directors and may be appointed in senior management and recommending their appointments
and removal. During the year under review, the Nomination and Remuneration Committee met 5 (Five) times during the
financial year 2023-24 viz; May 20, 2023; August 14, 2023, August 21, 2023, November 02, 2023 and February 14, 2024,
to recommend the appointment of Director and KMPs and to review the performance of Directors of the Company.

The composition of the Committee and the details of meetings attended by its members are given below:

Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the
aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies
Act, 2013 devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior
Management. Key points of the Policy are:

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel

> The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person
for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her
appointment.

> A person should possess adequate qualification, expertise and experience for the position he/ she is considered for
appointment.

> In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent
nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

B. Policy on remuneration of Director, key managerial personnel and senior management personnel

The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior
Management Personnel vis-a-vis the Company. The Company philosophy is to align them and provide adequate
compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us to
attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The
Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at
www. adityaforge .com.

3. Stakeholders’ Grievances and Relationship Committee

The Company has constituted Stakeholder’s Grievance & Relationship Committee mainly to focus on the redressal of
Shareholders’ / Investors’ Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates;
Non-receipt of Annual Report; Dividend Warrants; etc. During the year under review, Stakeholders Relationship
Committee met 5 (Five) times during the financial year 2023-24 viz; May 20, 2023; August 14, 2023, August 21, 2023,
November 02, 2023 and February 14, 2024.

Public Deposits

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the
Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by
the Company as on 31^st March, 2024.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact
and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and
taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if
triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non¬
business risks.

Sexual Harassment of Women at Workplace

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual
Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces
of the company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral
approach in handling complaints of Sexual Harassment and we are complaint with the law of the land where we operate.
During the year under review, there were no incidences of sexual harassment reported.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management for your company for current year
and for the industry in which it operates including its position and perceived trends in near future. The Management
Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 is attached and forms part of this Directors Report.

Particulars of Loans, Guarantees and 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 Statement.

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on March 31,
2024 is available on the Company’s website at www.adityaforge.com.

Contracts and Arrangements with Related Parties

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the
Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in
Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the
details of transactions with Related Parties are provided in the Company’s financial statements in accordance with the
Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the
transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before
the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on Related Party Transactions as approved by the Board is available on website of the company.

Material changes and commitment affecting financial position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred
between the end of financial year of the Company and the date of this report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

A. CONSERVATION OF ENERGY -

i. ) The steps taken or impact on conservation of energy: None

ii. ) The steps taken by the Company for utilizing alternate sources of energy: None

iii. ) The capital investment on energy conservation equipment: None

B. TECHNOLOGY ABSORPTION -

i. ) The effort made towards technology absorption: None

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution: None

iii. ) In case of imported technology (imported during the last three years reckoned from the beginning of the financial

year) -

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: None

iv. ) The expenditure incurred on Research and Development: None

C. FOREIGN EXCHANGE EARNINGS & EXPENDITURE:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil

Disclosure of Remuneration

The Company has not paid any remuneration to Directors of the Company and accordingly disclosures for remuneration
are not provided.

Internal financial control

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial
control across the Organization and ensure that the same are adequate and operating effectively.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/S. M A A K &
Associates, Chartered Accountants, Firm Registration Number: 135024W, were appointed as Statutory Auditors of the
Company to hold office for the Financial year 2023-24, 2024-25, 2025-26, 2026-27 and 2027-28 i.e. from the conclusion
of 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting to be held in the year 2028.

The Auditors’ Report on the accounts of the Company for the financial year ended on March 31, 2024 is self-explanatory
and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the
Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Anand Lavingia, practicing
company secretary, Ahmedabad, to undertake the Secretarial Audit of the Company for the financial year 23-24. The
Secretarial Audit Report is annexed herewith as Annexure - A.

The above reports contain remark regarding:

1. Company had not appointed Internal Auditor during the year under review;

2. Company had not complied with several Regulations of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 during the year under review including Regulation 47 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015;

3. Independent Directors of the Company have not registered themselves in the Independent Directors’ Data Bank as
required under Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014;

4. The Company has not filed certain e-forms and documents with the Registrar of Companies under Companies Act,
2013.

5. Trading in securities of the company was suspended since November 27, 2015 on the BSE Limited.

Your directors submit that the Company takes following measures to timely comply with the entire requirements:

Company is in search of suitable candidate for Internal Auditor. Company is complying with Regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2024-25. Independent Directors
has been registered on Independent Director’s Data bank. Company is complying all ROC related fillings as well during
financial year 2024-25.

Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to
Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not
required to mandatorily comply with the provisions of certain regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate
Governance, although few of the information are provided in this report of Directors under relevant heading.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Proceedings initiated/pending against your company under the Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016
which materially impact the Business of the Company.

Details of difference between valuation amount on one time settlement and valuation while availing loan from
banks and financial institutions

During the year under review, there has been no one time settlement of loans taken from banks and financial institution.
Compliance with the provisions of SS 1 and SS 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General
Meetings’, respectively, have been duly complied by your Company.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of
the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing
regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no
disclosure or reporting is required in respect of the following items as there were no transactions occur on these items
during the year under review;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and company’s operations in future;

(vii) Information on subsidiary, associate and joint venture companies.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co-operation extended by
Investors, Bankers, Business Associates, and Government. We are deeply grateful to shareholders for their continued
faith, confidence and support to the company.

Registered office: By order of the Board of Directors

415 GIDC, Ramangandi, For, ADITYA FORGE LIMITED

Por N H 8, Vadodara - 391 243, CIN: L27100GJ1992PLC017196

Gujarat, India

Ms. Rekha Nitin Parekh Nitin Rasiklal Parekh

Place: Vadodara Non-Executive Director Managing Director

Date: September 04, 2024 DIN: 00219808 DIN: 00219664