Dear Members,

Your directors take pleasure in presenting the 33^rd Annual Report on the business and operations of Krishanveer Forge Limited (Formerly known as Rajkumar Forge Limited) ("the Company") along with the Audited Financial Statements for the financial year ("FY") ended March 31, 2023.

(' in Lakhs)

The above-mentioned figures are extracted from Financial Statements prepared in accordance with the Indian accounting standards (IND AS).

2. OPERATIONS AND STATE OF AFFAIRS:

Despite the war situations between Russia and Ukraine and their adverse impacts on commodity prices across the globe, the Company achieved growth in revenue during the year, with a notable increase from Rs. 6722.31 Lakhs to Rs. 8090.86 lakhs compared to the last year. However, the operational costs have increased significantly from Rs. 6061.99 Lakhs to Rs. 7691.95, Lakhs compared to the last year. Ultimately, the profit for the year showed a decline from Rs. 375.63 lakhs to Rs. 164.58 lakhs compared to the previous year.

Volatility in the commercial gas prices, raw material's costs, and other production costs has led to a net increase in the production cost (''price impact"), impacting the company's profitability for the year. Also, the intense competition prevailing in the market has put pressure on realizations. There was approximately 48% rise in the gas prices during the year under review, primarily due to war between Russia and Ukraine, which has affected the financial performance of the Company.

The Management in order to curb the price impact had taken several counter measures/remedial actions and has been successful in passing on the price impact to its customers to some extent. Management is also of the opinion that it shall continue its efforts in passing on the increased costs by gradually increasing its product prices in line with the market conditions.

The revenue growth indicates that the Company's products continue to find market demand and acceptance in the form of repeat and new orders.

Your Board is constantly in the process of analyzing and optimizing the cost structure, exploring opportunities for efficiency improvements, negotiating with suppliers for better pricing and implementing long to medium purchase strategies for better and reduced material costs, cost reduction and implementing strategies to come up with a revised pricing structure for its products and to insulate it to the extent possible from higher input costs.

Your Board is also pleased to inform you that the affairs of the Company are functioning smoothly and appropriately in compliance with all the applicable laws and regulations.

The outlook of the business has been discussed in detail in the Management Discussion and Analysis which forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), is separately set out and forms part of this Report.

3. DIVIDEND:

The Management of the Company upon taking into consideration the reduced profitability and with a view to conserving the resources in the medium term, your Board has not recommended any dividend for the financial year ended March 31, 2023.

4. CHANGE IN NAME OF THE COMPANY

Members of the Company are hereby informed the change in the name of the Company from "Rajkumar Forge Limited" to "Krishanveer Forge Limited" was approved by way of Special Resolution passed by the members in the 32^nd Annual General Meeting ("AGM") of the Company held on August 19, 2022 and thereafter the Registrar of Companies, Pune, Maharashtra ("RoC"), issued a fresh certificate of incorporation on August 25, 2022 reflecting the new name of the Company. BSE Limited issued a fresh abbreviation "KVFORGE" to the Company on October 11, 2022, however, the Scrip Code "513369" remained unchanged.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

Your Board has submitted an undertaking to the RoC and BSE that there will be no change in the existing line of business of the Company, nor the Company intends to undertake any new activity subsequent to the name change. Accordingly, there was no change in the nature of the Company's business during the financial year ended March 31, 2023.

6. SHARE CAPITAL:

There was no change in the authorized as well as paid-up share capital of the Company during the year under review.

The current Authorized Capital of the Company is ' 13,25,00,000/- divided into 1,25,00,000 Equity shares of ' 10/- each and 7,50,000 4% Non-Cumulative Redeemable Preference Shares of ' 10/- each and Paid-up Capital of the Company is ' 10,93,94,000/- divided into 1,09,39,400 Equity Shares of ' 10/- each.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to any specific reserve during the financial year ended March 31,2023.

8. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the financial year under review with related parties were at an arm's length price basis and in ordinary course of business. Such transactions form part of the notes to the financial statements provided in this Annual Report. All Related Party Transactions ("RPTs") are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the RPTs which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. Further, the Company has sought requisite approval from the members in the 32^nd AGM of the Company for entering into Material Related Party Transactions with related parties pursuant to the provisions of Regulation 23 of the Listing Regulations as amended from time to time for a period of 5 years.

On a quarterly basis, details of RPTs are placed before the audit committee for its noting/review. The Company has also disclosed a report on the related party transaction to the BSE for the half year ended September 30, 2022 and March 31, 2023 as required under the Listing Regulations. The said reports are further available on the website of the Company www.kvforge.com.

The information for related party transactions as required under Rule 8(2) of the Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is enclosed as 'Annexure A' to this Report. Your attention is drawn to the Related Party disclosures set out in Note no. 39, of the Standalone Financial Statements.

The Company has already adopted a Policy for dealing with Related Party Transactions which is subject to review and revision by the Audit Committee and Board. The revised and updated policy on Related Party Transaction as approved by the Board has been displayed on the Company's website at https://kvforge.com/wp-content/uploads/2023/04/KVF- Related-Party-Transaction-Policy.pdf.

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There has been no material change and commitment affecting the financial position of your Company which has occurred between the end of the financial year to which the financial statements relate and the date of this Report.

11. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any subsidiary, joint venture and /or associate company during the year under review.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no loans, guarantees and investments made by the Company under Section 186 of the Act during the period under review.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

14. INTERNAL FINANCIAL CONTROLS:

The Company has appointed M/s S A N N & Co., Chartered Accountants, Pune as the Internal Auditors of the Company for the FY 2022-23. The internal financial controls are commensurate with the size and nature of the business. Internal Audits are periodically conducted by the Internal Auditor, who monitors and evaluates the efficiency and adequacy of internal control systems of the Company, its compliance with applicable statutes, accounting procedures and policies of the Company.

The Audit Committee as well as the Board conduct a periodical review of the internal audit functioning as well as the internal audit report issued by the Internal Auditor. Further, the Audit Committee annually reviews the Internal Auditor's independence and performance, and the effectiveness of the audit process.

The Board/ management is of the opinion that the Company has effective internal financial control systems and policies and such controls are operating effectively. The management is taking steps for further strengthening of internal financial controls.

DIRECTORS:

During the year, the Company has an optimum combination of Executive as well as Non-Executive Directors in compliance with Regulation 17 of the Listing Regulations as amended from time to time.

BOARD OF DIRECTORS OF THE COMPANY AS ON MARCH 31, 2023:

During the year under review, there was no change in the composition of the Board of the Company. RE-APPOINTMENTS:

• Director liable to retire by rotation:

Pursuant to Section 149, 152 and other applicable provisions of the Act, read with applicable rules as amended from time to time, Mr. Arun Krishankumar Jindal (DIN: 00121523) Chairman and Non-Executive Director, is liable to retire at the ensuing AGM, and being eligible, offers himself for the reappointment. Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment to the members.

KEY MANAGERIAL PERSONNEL:

In terms of section 203 of Act, following are the Key Managerial Personnel of the Company:

During the year under review:

• CS Satish Kadrolli resigned as the Company Secretary & Compliance Officer of the Company w.e.f the closing hours of August 28, 2022 and CS Harshal Kher was appointed as the Company Secretary & Compliance Officer of the Company w.e.f September 01, 2022.

• Mr. Shubham Jindal resigned as the Chief Financial Officer of the Company w.e.f November 30, 2022 and Mr. Viralkumar Shah was appointed as the Chief Financial Officer of the Company w.e.f December 01, 2022.

The Company has furnished necessary information/intimations/returns/forms as required under the Act and the Listing Regulations to give effect to the aforesaid changes.

16. DETAILS OF BOARD MEETINGS:

Six (6) meetings of the Board of Directors of the Company were held during the financial year under review, on May 11, 2022, July 14, 2022, August 10, 2022, September 01,2022, November 11,2022 and February 11,2023. The other details are also available in a separate section under the Corporate Governance Report forming part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Act/ the Listing Regulations.

17. COMMITTEES OF THE BOARD:

As of March 31, 2023, the Board had the following Statutory Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. The same are in compliance with the requirements as mandated by the Act and the Listing Regulations.

18. DECLARATION BY INDEPENDENT DIRECTORS:

During the year under review, the Company has received necessary declarations from the Independent Directors as required under Section 149(7) of the Act and regulation 25(8) of the Listing Regulations, that:

1. They meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations as amended from time to time.

2. They have registered their names in the Independent Directors' Databank.

19. FORMAL ANNUAL EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and Listing Regulations read with Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The manner in which the evaluation has been carried out has also been explained in the Corporate Governance Report, which forms a part of this Annual Report.

The Nomination and Remuneration Committee of the Company and the Board reviewed the performance of the Board, individual Directors as well as Committees thereof, and expressed their satisfaction towards the same.

20. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, AND INDEPENDENCE OF A DIRECTOR:

Pursuant to Section 134(3)(e) and Section 178 (3) of the Companies Act, 2013, the Board has formulated and adopted a policy relating to the Directors' and Key Managerial Personnel's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters. The details of the Policy have been disclosed in the Corporate Governance Report, which forms a part of this Annual Report.

21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2) of the Companies Act, 2013 does not apply as the company was not required to transfer any amount or the shares to the Investor Education Protection Fund (IEPF) established by the Central Government of India.

22. CORPORATE GOVERNANCE:

The company has implemented robust corporate governance practices to ensure accountability, transparency, and responsible decision-making across all levels of the organization. The company's corporate governance framework includes clear policies and procedures that promote ethical behavior, compliance with laws and regulations, protection of shareholder's rights and risk management. The Board plays a crucial role in overseeing the corporate governance function of the Company and acting in the best interest of the Company and the Stakeholders.

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Regulation are complied with. The Company has also furnished quarterly reports on the corporate governance to the BSE as mandated by the Listing Regulations and the same are available on the website of the Company www.kvforge.com.

As per Regulation 34(3) Read with Schedule V of the Listing Regulations, a separate report on corporate governance, together with a certificate from the Company's Secretarial Auditors, has been attached to the Annual Report.

23. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the draft Annual Return as on the financial year ended March 31, 2023 is placed on the Company's website www.kvforge.com.

a. Statutory Auditors

Pursuant to the provisions of Section 139 of Act and rules made thereunder, M/s. Gokhale Tanksale & Ghatpande, Chartered Accountants, Pune (Firm Registration No. 103277W) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 32^nd Annual General Meeting held on August 19, 2022 until the conclusion of 37^th Annual General Meeting of the Company to be held in the year 2027, on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, confirming that their appointment continues to be within the limits laid down by the Act, is as per the term provided under the Act, that they are not disqualified for continuing such appointment under the provisions of applicable laws.

However, the Statutory Auditors have in their Eligibility Letter dated 03/06/2022 intimated the Company about the various pending proceedings against them which are at present pending with respective Hon'ble Courts of law. The Auditors have further confirmed that out of the said pending proceedings they have not been convicted for an offence involving fraud, accordingly the ineligibility under Section 141 (3)(h) is as on the financial year end date not applicable to the Statutory Auditors.

The Independent Auditors' Report for the financial year 2022-2023 on the financial statement of the Company is unmodified i.e. it do not contain any qualifications, reservations or adverse remarks. The observations of the Statutory Auditors' in their Report are self-explanatory and therefore the Directors do not have any further comments to offer on the same. The Auditor's Report is enclosed with the financial statements forming part of this annual report.

b. Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed CS. Nishad Umranikar, Practicing Company Secretary, Pune (Partner of MSN Associates, Company Secretaries) for conducting the Secretarial Audit of the Company for the financial year 2022-23.

The Report of the Secretarial Audit is annexed herewith as an ‘Annexure B' to this Report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their audit report for the year ended March 31, 2023.

Further, pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular No. LIST/ COMP/14/2018 dated June 20, 2018, a certificate from the Practicing Company Secretaries is required to be obtained, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority is required to be annexed to Corporate Governance Report.

Accordingly, the necessary certificate as per circular mentioned above has been obtained from M/s MSN Associates, Company Secretaries, Pune and forms part of this report.

c. Internal Auditors:

M/s. S A N N & Co., Chartered Accountants were appointed as the Company's Internal Auditors for the financial year 2022-23. The scope and authority of the Internal Auditor is as per the terms of references approved by the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

During the year under review, the Internal Auditor conducted periodical audits and expressed his satisfaction with respect to the existing internal controls procedures of the Company.

d. Cost records:

In terms of provisions of Section 148 of the Act read with Rule 3 of Companies (Cost Record and Audit) Rules, 2014, the Company is required to maintain the cost records and the same are maintained for the financial year 2022-2023.

25. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors', Internal Auditors and the Secretarial Auditors have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or to the Board of Directors under Section 143(12) of the Act and the rules made thereunder.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors, Internal Auditors as well as Secretarial Auditor in their report.

27. RISK MANAGEMENT:

The details of the risk assessment framework are set out in the Corporate Governance Report, which forms the part of annual report.

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Information required under Section 197(12) of the Act read with Rule 5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided herein, since there are no employees who have received remuneration in excess of the limits prescribed therein.

The statement containing the information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 in respect of employees of the Company and Directors forms part of this Report and is annexed herewith as an ‘Annexure C'.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 forms part of this Report and is annexed herewith as 'Annexure D'.

30. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company is compliant with all the applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board believes that the Company has a broader responsibility beyond profit-making and it should actively contribute to the well-being of the communities and the society in which it operates. The Board of Directors of the Company monitor and reviews the CSR activities that are being taken up by the Company from time to time. The Company has also formulated and adopted a Policy on CSR, which is also available on the website of the Company at https://kvforge.com/wp-content/uploads/2023/04/KVF-Corporate-Social-Responsibility-Policy.pdf.

The provisions of Section 135 were applicable to the Company during the financial year 2022-23 and the Company has spent the requisite amount as CSR during the year under review, in line with the activities mentioned in Schedule VII of the Act. The detailed Annual Report on the CSR Activities undertaken by the Company during the year is given as ‘Annexure E'.

32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy in terms of the provisions of the Act and the Listing Regulations, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics. The policy provides adequate safeguards against the victimization of Directors and employees who avail of such mechanisms and also provides for direct access to the Chairman of the Audit Committee. The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no person was denied access to the Audit Committee. The Company is happy to inform you that there have been no complaints / Whistle Blower activities were reported to or received by the Audit Committee during the year under review.

The policy adopted by the Company on vigil mechanism/whistle blowing is also available on the website of the Company at https://kvforge.com/wp-content/uploads/2023/04/KVF-Whistle-Blower-Policy.pdf.

33. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has adopted a policy on the prevention, prohibition and redressal of sexual harassment at workplace, in line of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy aims to provide protection to employees at the workplace and to prevent and redress complaints of sexual harassment and matters connected and incidental thereto, with the objective of providing a safe working environment. The company has not received any complaints during the financial year 2022-23 in this regard.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

During the year, the Company has not made any application nor there is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as on March 31, 2023.

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 the year under review, there was no instance wherein Company has initiated one time settlement with its banks or financial institutions.

36. DIRECTORS" RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Act with respect to Directors' Responsibility Statement, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that they 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 at the end of the financial year and of the profit of the Company for that period;

iii. that they have 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;

iv. that they have prepared the annual accounts on going concern basis;

v. that they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

vi. that they have 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 wish to place on record their appreciation of the contribution made by the employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the shareholders, dealers, distributors, consumers, banks and other financial institutions for their continued support.

(FORMERLY KNOWN AS RAJKUMAR FORGE LIMITED)