Your Directors are pleased to present the 36th Annual Report of Krishanveer Forge Limited (“the Company”), along with the Audited Financial Statements, providing a comprehensive overview of the Company's business performance and operations for the Financial Year ended March 31, 2026.
1. FINANCIAL HIGHLIGHTS: (Rs. in Lakhs)
|
SR.
NO.
|
PARTICULARS
|
FINANCIAL YEAR 2025-26
|
FINANCIAL YEAR 2024-25
|
|
A
|
Revenue from Operation
|
8,930.46
|
8,279.65
|
|
B
|
Other Income
|
129.72
|
96.00
|
|
C
|
Total Income
|
9,060.18
|
8,375.65
|
|
D
|
LESS: Operating Expenses
|
7,718.85
|
7,443.54
|
|
E
|
Profit before INTEREST, TAX, DEPRECIATION AND Exceptional items
|
1,341.33
|
932.11
|
|
F
|
Less: Exceptional Items
|
(274.39)
|
-
|
|
G
|
Less: depreciation and Amortization
|
157.19
|
161.35
|
|
H
|
less: finance cost
|
2.11
|
12.28
|
|
I
|
Profit before Tax
|
1,456.42
|
758.48
|
|
J
|
Less: Tax Expenses
|
|
|
| |
• Provision for Income Tax
|
345.74
|
183.92
|
| |
• Deferred Tax
|
(27.03)
|
10.85
|
|
K
|
Profit for the Year
|
1,137.72
|
563.71
|
|
L
|
Earnings Per Share
|
|
|
| |
• Basic
|
10.40
|
5.15
|
| |
• Diluted
|
10.40
|
5.15
|
The figures mentioned above are extracted from Financial Statements prepared as per the provisions of the Companies Act, 2013 (“Act”), in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).
2. OPERATIONS AND STATE OF AFFAIRS:
During the year under review, the Company continued to focus on improving operational efficiencies, optimizing resource utilization, and strengthening overall business performance. As a result of these initiatives, Revenue from Operations increased from Rs.8,279.65 lakhs in the previous financial year to Rs. 8,930.46 lakhs during the year under review, reflecting management efforts and steady growth in business operations.
The Company recorded a Net Profit of Rs.1,137.72 lakhs for the financial year under review as compared to Rs.563.71 lakhs in the previous financial year, representing an increase of approximately 101.83%. The significant growth in profitability was primarily attributable to an exceptional gain arising from the transfer of a piece of land by the Company during the year. Excluding the impact of this one-time exceptional item amounting to Rs. 274.39 Lakhs, the Company enhanced operational performance supported by effective cost management and efficient utilization of resources.
During the year, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating 29 existing labour laws. The Company has assessed and disclosed the financial impact of these changes as per the guidance provided by the Institute of Chartered Accountants of India. Considering the materiality, regulatory-driven and non-recurring nature of this impact, the Company has presented the impact of the new Labour Codes under Exceptional Items in the Audited Financial Results for the year ended March 31, 2026 Rs. 74.95 Lakhs which comprise of incremental liability of Rs. 65.66 Lakhs on account of gratuity and of Rs. 9.29 Lakhs on account of long-term compensated absences arising due to change in the definition of the term “wages”.
During the year Company has received Rs. 349.07 Lakhs against the transfer of a portion of land in favour of Hydrolines (Bangalore) Private Limited, which was approved by the Board of Directors and the same is disclosed as exceptional items in Statement of Profit and Loss.
The Board maintains a sharp focus on the continuous evaluation and rationalization of the Company's cost structure. To this end, several strategic initiatives are actively underway to further enhance operational efficiencies, mitigate systemic risks, and drive sustainable, long-term profitability.
Your Board is pleased to report that the affairs of the Company are conducted with the highest standards of responsibility, transparency, and integrity. The Company has remained fully compliant with all statutory and regulatory obligations during the year under review. All material disclosures and compliance requirements mandated under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable statutory enactments have been appropriately considered.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed assessment of the macro-economic environment, industry outlook, potential risks, corporate opportunities, and the future strategic direction of the Company is incorporated in the Management Discussion and Analysis Report as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI (LODR) Regulations, 2015”) forms an integral part of this Annual Report as “Annexure F”.
3. DIVIDEND:
Management is pleased to mention that considering improved financial performance of the Company during the year and after reviewing its earnings, cash flows, and overall financial position, the Board of Directors has recommended a final dividend of Rs. 3.00 (Rupees Three only) per fully paid-up equity share of face value Rs. 10/- each for the Financial Year ended March 31, 2026. The proposed dividend represents 30% of the face value of each equity share.
The payment of the said dividend is subject to the approval of the Members at the ensuing Annual General Meeting (“AGM”). Upon approval, the dividend will be paid to the Members whose names appear in the Register of Members of the Company as on the record date.
The total amount proposed to be distributed as final dividend will be Rs. 3,28,18,200 (Rupees Three Crore Twenty-Eight Lakh Eighteen Thousand Two Hundred only), which shall be paid out of the profits earned during the Financial Year 2025-26.
4. TRANSFER TO RESERVES:
The Company has not transferred any amount to any specific reserve during the Financial Year ended March 31,2026.
After making the necessary provisions in the Statement of Profit and Loss, the retained earnings balance of the Company as on March 31,2026 stood at Rs. 3,791.62 Lakhs, as against Rs. 2,923.85 Lakhs in the previous year. The said amount has been carried forward under the head “Retained Earnings”.
5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of the Company's Business during the Financial Year ended March 31, 2026.
6. SHARE CAPITAL:
There was no change in the Authorized or Paid-up Share Capital of the Company during the year under review.
As on March 31,2026, the Authorized Share Capital of the Company stood at Rs. 13,25,00,000, comprising 1,25,00,000 equity shares of Rs. 10 each and 7,50,000 4% Non-Cumulative Redeemable Preference Shares of Rs. 10 each. The Paid-up Share Capital of the Company was Rs. 10,93,94,000, comprising 1,09,39,400 equity shares of Rs. 10 each.
7. PUBLIC DEPOSITS:
During the year under review, the Company did not accept any deposits in terms of Section 2(31) read with Sections 73 and 74 of the Companies Act, 2013 (“the Act”) and the Companies (Acceptance of Deposits) Rules, 2014. Further, as at March 31, 2026, there were no deposits outstanding, whether unpaid or unclaimed.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All contracts, arrangements, and transactions entered into by the Company with related parties during the Financial Year under review were conducted at arm's length and in the ordinary course of business, and the details of such transactions are disclosed in the notes to the Financial Statements forming part of this Annual Report. The Audit
Committee after reviewing grants prior omnibus approval for all Related Party Transactions (RPTs) that are repetitive in nature or where the need for such transactions cannot be anticipated in advance. Further, the Company has obtained the requisite approval of the members at the 35th Annual General Meeting for entering into Material Related Party Transactions, in compliance with Regulation 23 of the SEBI (LODR) Regulations, 2015, as amended from time to time.
Related Party Transactions (RPTs) are presented quarterly to the Audit Committee for review. Additionally, in compliance with SEBI (LODR) Regulations, 2015, the Company filed its RPT report for the half-year ended September 30, 2025, with BSE Limited via the Integrated Filing (Finance) portal. These reports are accessible on the Company's website at www.kvforge.com.
Pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014, the prescribed particulars of contracts or arrangements with related parties are set out in Form AOC-2, annexed hereto as 'Annexure A'. Shareholders are also invited to refer to Note No. 43 of the Standalone Financial Statements for comprehensive RPT disclosures.
The Board has adopted a robust Policy for Related Party Transactions. To ensure ongoing relevance and compliance, this policy is reviewed and revised by the Audit Committee and the Board as necessary. The latest version of policy is hosted on the Company's website at https://kvforge.com/wp-content/uploads/2023/04/KVF-Related-Party-Transaction-Policy.pdf.
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments which could affect the Company's financial position between the close of the Financial Year to which these Financial Statements relate and the date of this Report.
10. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY:
During the year under review, the Company did not have any subsidiary, joint venture, or associate company.
11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Pursuant to Section 186 of the Companies Act, 2013, the Company confirms it has not extended any loans, guarantees, or securities during the period under review. Details of investments made in Mutual Funds totaling to Rs. 1,927.91 Lakhs as of March 31, 2026, are disclosed in the Financial Statements. These investments comply with the limits prescribed under the Act, and accordingly, do not require member's approval.
12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
During the period under review, no significant and material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status and the Company's operations in the future.
13. INTERNAL FINANCIAL CONTROLS:
The Company has established adequate internal financial controls with reference to its Financial Statements. These controls are designed to ensure the efficient conduct of business, including the prevention of frauds and errors and the timely preparation of reliable financial disclosures.
The Board, in coordination with the Audit Committee, periodically reviews the effectiveness of these controls. Based on evaluations conducted during the year, the Board confirms that there are no material weaknesses in the Company's internal financial controls. Such controls were adequate and operated effectively throughout the Financial Year ended March 31, 2026.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:DIRECTORS:
During the year under review, the composition of the Board represented an optimum combination of Executive and Non-Executive Directors, pursuant to the requirements of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
BOARD OF DIRECTORS OF THE COMPANY AS ON MARCH 31, 2026:
|
Sr. No.
|
Name
|
Designation
|
Category
|
|
1
|
Mr. Arun Jindal
|
Chairman
|
Non-Executive, Non-Independent
|
|
2
|
Mr. Nitin Rajore
|
Whole Time Director
|
Executive Director
|
|
3
|
Mr. Ratanlal Goel
|
Non-Executive Director
|
Non-Executive, Independent
|
|
4
|
Ms. Sudha Santhanam
|
Non-Executive Director
|
Non-Executive, Independent (Woman)
|
During the year under review, there was no change in the composition of the Board of the Company.
Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel
The Board of Directors, in compliance with the provisions of Section 178(3) of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has established a formal policy for the nomination and remuneration of Directors, Key Managerial Personnel, and Senior Management.
The policy sets forth the requisite criteria regarding qualifications, positive attributes, and independence for appointments, alongside a balanced framework for remuneration. The detailed policy is hosted on the Company's website and can be accessed via the following link: www.kvforge.com.
RE-APPOINTMENTS:
• Director liable to retire by rotation:
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Nitin Shyam Rajore (DIN: 01802633), Executive Director, retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.
The Board, acting on the recommendation of the Nomination and Remuneration Committee and after evaluating his performance, recommends his re-appointment for approval by the Members. Brief profile and other information as mandated by Regulation 36 of the SEBI (LODR) Regulations, 2015, and Secretarial Standard-2 (SS-2) will be provided in the Notice convening the AGM.
KEY MANAGERIAL PERSONNEL:
In terms of section 203 of the Act, following are the Key Managerial Personnel of the Company:
|
Sr. No.
|
Name
|
Designation
|
|
1
|
Mr. Nitin Rajore
|
Whole Time Director
|
|
2
|
Mr. Viralkumar Shah
|
Chief Financial Officer
|
|
3
|
Mr. Mahendra Samdole
|
Company Secretary & Compliance Officer
|
There were no changes in the Key Managerial Personnel (KMP) of the Company during the year under review, in accordance with the provisions of the Companies Act, 2013 and applicable regulations.
15. DETAILS OF BOARD MEETINGS:
Four meetings of the Board of Directors were held during the Financial Year ended March 31, 2026, i.e. on May 17, 2025; August 13, 2025; November 12, 2025; and February 10, 2026.
The Company has complied with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the interval between two consecutive Board meetings. The details of the attendance of the Directors at the said Board meetings are provided in the Report on Corporate Governance which forms part of the Annual Report.
16. COMMITTEES OF THE BOARD:
In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has the following Statutory Committees as of March 31, 2026:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholder Relationship Committee
Details pertaining to the composition, terms of reference, and meetings of the aforementioned Committees are disclosed in the Report on Corporate Governance forming part of this Annual Report.
17. DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has obtained necessary declarations from all Independent Directors confirming that:
1. They meet the criteria of independence under Section 149(6) and Regulation 16(1) (b), and there has been no change in circumstances affecting their status.
2. They have complied with the requirement of inclusion of their names in the Independent Directors' Databank.
Furthermore, the Board confirms that the Independent Directors possess the requisite expertise and integrity. No pecuniary transactions were entered into with Non-Executive Directors during the year, except for the payment of sitting fees.
18. INDEPENDENT DIRECTORS' MEETING
During the year under review, a separate meeting of the Independent Directors was convened on March 25, 2026, as mandated by Schedule IV of the Companies Act, 2013, and Regulation 25 of the SEBI (LODR) Regulations, 2015.
At the said meeting, the Independent Directors, inter alia, evaluated the performance of the Chairmen and NonIndependent Directors, while also reviewing the overall functioning of the Board and its Committees. Furthermore, they assessed the quality and timeliness of information provided by the management, concluding that the information flow was sufficient for the Board to effectively perform its fiduciary responsibilities.
19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In accordance with the requirements of the Companies Act, 2013 and Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a comprehensive familiarization programme for its Independent Directors.
The primary objective of this programme is to enable the Independent Directors to gain a deep and thorough understanding of the industry landscape, the macroeconomic and regulatory environment in which the Company operates, its specific business model, and its overall operational and financial performance. Furthermore, the programme is designed to keep the Directors consistently informed about significant corporate developments, strategic priorities, and emerging issues relevant to the Company's operations, thereby facilitating informed and timely decision-making at the Board level.
In addition, the familiarization programme provides detailed guidance on the roles, responsibilities, rights, and duties of Directors under various applicable laws and governance frameworks. This ensures they are well-equipped to effectively discharge their fiduciary and statutory obligations to the Company and its stakeholders.
The full details of the familiarization programme sessions imparted to the Independent Directors during the year are available on the Company's website and can be accessed at the following link: https://kvforge.com/wp-content/ uploads/2023/04/KVF-Familarization.pdf
20. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read in conjunction with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India, the Company has carried out a formal annual evaluation of the performance of the Board as a whole, its Committees, and individual Directors, including the Chairperson.
The evaluation process was conducted through a structured mechanism designed to assess various aspects of governance. This included an evaluation of the composition and diversity of the Board, the effectiveness of its overall functioning, the specific contributions of individual Directors, and the performance of the Board Committees. The criteria utilized for this evaluation were strictly aligned with the guidance prescribed under the applicable regulatory frameworks.
The specific manner and methodology in which the evaluation was conducted are detailed in the Corporate Governance Report, which forms an integral part of this Annual Report.
Following the recommendations of the Nomination and Remuneration Committee, the Board of Directors reviewed and discussed the evaluation results of the Board, its Committees, and individual Directors. The Board expressed its overall satisfaction with the outcome of the evaluation and the continued effectiveness of the governance structures currently in place.
21. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, AND INDEPENDENCE OF A DIRECTOR:
In accordance with the provisions of Section 134(3) (e) and Section 178(3) of the Companies Act, 2013, the Board of Directors, acting on the recommendation of the Nomination and Remuneration Committee (“NRC”), has formulated and adopted a comprehensive Policy on Appointment and Remuneration of Directors and Key Managerial Personnel (“Remuneration Policy”).
This policy outlines the definitive criteria for determining the qualifications, positive attributes, and independence of Directors. It further establishes the guiding principles for the appointment, removal, and remuneration of Directors, Key
Managerial Personnel (KMP), and Senior Management. The policy is designed to ensure that the Company attracts and retains competent leadership while aligning its remuneration structure with industry standards and long-term strategic objectives.
The Remuneration Policy also serves as the primary framework for the NRC in identifying individuals qualified to become Directors and assessing their suitability based on defined competencies, diversity considerations, professional background, and personal integrity. The policy is inherently performance-oriented, designed to reward achievements and contributions while remaining in consonance with prevailing industry practices and applicable regulatory guidelines.
The detailed Remuneration Policy is available on the Company's website and can be accessed at: https://kvforge.com/ wp-content/uploads/2023/04/KVF-Remuneration-Policy.pdf
Furthermore, comprehensive disclosures regarding the Remuneration Policy and its implementation during the year are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.
The Board hereby affirms that the remuneration paid to the Directors during the Financial Year under review is in strict accordance with the terms and parameters set out in the Remuneration Policy.
22. BOARD POLICIES
The details of various policies approved and adopted by the Board, as mandated under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are incorporated throughout this Report.
23. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review, the provisions of Section 125(2) of the Companies Act, 2013, were not applicable to the Company, as there was no requirement to transfer any unpaid or unclaimed amounts or shares to the Investor Education and Protection Fund (IEPF). Accordingly, no such transfers were made during the Financial Year ended March 31, 2026.
24. CORPORATE GOVERNANCE:
Your Company is steadfast in its commitment to maintaining the highest standards of corporate governance, underpinned by the core principles of transparency, integrity, and accountability across all business dealings and decision-making processes. The Company has established a robust corporate governance framework designed to foster ethical conduct, ensure strict compliance with applicable laws and regulations, uphold the rights of shareholders, and continuously strengthen risk management and internal control systems.
The Board of Directors assumes a central role in overseeing these governance practices, acting as a fiduciary to promote the best interests of the Company and its diverse stakeholders.
During the year under review, the Company has fully complied with all mandatory requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Quarterly compliance reports on corporate governance, as mandated by the said Regulations, have been duly submitted to BSE Limited and are also accessible on the Company's website at www.kvforge.com.
In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate and detailed Report on Corporate Governance forms an integral part of this Annual Report. This report is accompanied by a certificate from the Secretarial Auditors of the Company, confirming compliance with the conditions of corporate governance, which is annexed to the Corporate Governance Report.
25. ANNUAL RETURN:
In terms of Section 92(3) and Section 134(3) (a) of the Act, the draft Annual Return for the Financial Year ended March 31, 2026, has been placed on the Company's website at https://kvforge.com/media/KVF_Draft-Form_MGT_7_Website. pdf. The Annual Return will be updated following the conclusion of the Annual General Meeting and filing with the Ministry of Corporate Affairs (MCA), in compliance with the applicable statutory provisions.
26. AUDITORS:
a. Statutory Auditors
In accordance with the provisions of Section 139 of the Companies Act, 2013, read with the rules framed thereunder, M/s. Gokhale Tanksale & Ghatpande, Chartered Accountants, Pune (Firm Registration No. 103277W), were appointed as the Statutory Auditors of the Company for a term of five consecutive years. They hold office from the conclusion of the 32nd Annual General Meeting held on August 19, 2022, until the conclusion of the 37th 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 and the Statutory Auditors.
Pursuant to the requirements of Sections 139 and 141 of the Companies Act, 2013, and the rules made thereunder, the Company has received a confirmation certificate from the Statutory Auditors. The certificate confirms, inter alia, that they fulfill the criteria for continuing eligibility, that their appointment remains within the prescribed statutory limits, and that they are not disqualified from continuing in office under the applicable legal provisions.
The Independent Auditors' Report on the Financial Statements of the Company for the Financial Year 2025-2026 is unmodified and does not contain any qualification, reservation, or adverse remark. The observations made by the Statutory Auditors in their Report are self-explanatory and do not call for any further explanations or comments from the Board of Directors.
The said Auditor's Report is annexed to and forms an integral part of the Financial Statements included in this Annual Report.
b. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, acting upon the recommendation of the Audit Committee, recommended the appointment of M/s. Satish & Satish, Practicing Company Secretaries, Pune (UIN: P2024MH99700 and Peer Review No.: 6423/2025), to conduct the Secretarial Audit of the Company for a term of five consecutive Financial Years, commencing from April 1, 2025, to March 31, 2030. The said appointment was approved by the Members of the Company at the 35th Annual General Meeting held on September 19, 2025.
The Secretarial Audit Report for the Financial Year under review is annexed herewith as “Annexure B” and forms an integral part of this Report.
Further, pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Circular No. LIST/COMP/14/2018 dated June 20, 2018, the Company has obtained a certificate from the Practising Company Secretary 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 Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs (MCA), or any other statutory authority. The said certificate forms part of the Corporate Governance Report.
c. Internal Auditors:
In accordance with the provisions of Section 138 of the Companies Act, 2013, read with the rules made thereunder, the Board of Directors, acting upon the recommendation of the Audit Committee, had appointed M/s. G R Patel & Associates, Chartered Accountants, as the Internal Auditors of the Company for the Financial Year 2025-26.
The Internal Auditors conducted their review in line with the scope and terms of reference approved by the Audit Committee.
During the year under review, the Internal Auditors conducted periodic audits and submitted their findings to the Audit Committee. Based on these evaluations, the Internal Auditors expressed satisfaction with the Company's internal control mechanisms not reported any material weaknesses or significant deficiencies.
Further, at its meeting held on May 27, 2026, the Board of Directors, upon the recommendation of the Audit Committee, re-appointed M/s. G R Patel & Associates, Chartered Accountants, as the Internal Auditors of the Company for the Financial Year 2026-27.
d. Cost Records:
In accordance with the provisions of Section 148 of the Companies Act, 2013, read with Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, the Company falls under the “Non-Regulated Sectors” category and is exempt from the requirement of a mandatory Cost Audit. Consequently, the appointment of a Cost Auditor was not applicable for the Financial Year 2025-26.
However, pursuant to Section 148 of the Act, read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records. The Board wishes to inform that the Company has duly maintained the prescribed cost accounts and records for the Financial Year 2025-26, in compliance with the applicable statutory requirements.
27. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory Auditors, Internal Auditors, nor the Secretarial Auditors have reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013, and the rules made thereunder.
28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:
The reports of the Statutory Auditors, Internal Auditors, and Secretarial Auditors for the Financial Year contain no qualifications, reservations, or adverse remarks. Hence no explanation is required from the Board of Directors.
29. RISK MANAGEMENT:
The Company operates under a structured and comprehensive Risk Management Framework designed to identify, assess, and efficiently mitigate potential risks. Within this framework, the Audit Committee holds primary responsibility for overseeing financial risks and their internal controls.
Risks identified across business operations are systematically evaluated and managed through continuous mitigation strategies. The Company maintains ongoing monitoring of these risks to ensure proactive and timely corrective actions.
Additional details concerning the Risk Management Framework, including specific risk assessment procedures, are disclosed in the Corporate Governance Report, which forms an integral part of this Annual Report.
30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable and has been omitted from this report, as no employee received remuneration exceeding the limits prescribed under the said Rules.
The statement containing the disclosures required pursuant to Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, concerning the Company's employees and Directors, is annexed to this Report as 'Annexure C' and forms an integral part thereof.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars regarding conservation of energy, technology absorption, and foreign exchange earnings and outgo, as mandated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are annexed to this Report as 'Annexure D' and form an integral part thereof.
32. COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, the Company has complied with all applicable provisions of Secretarial Standard-1 (on Meetings of the Board of Directors) and Secretarial Standard-2 (on General Meetings) issued by The Institute of Company Secretaries of India (ICSI).
33. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Board of Directors recognizes the Company's broader social responsibilities extending beyond profit generation and remains committed to contributing to the socio-economic well-being of the communities in which it operates. Accordingly, the Board actively oversees and evaluates the Company's CSR initiatives to ensure alignment with its core values and social objectives.
In accordance with Section 135 of the Companies Act, 2013, the Company has formulated and adopted a comprehensive Corporate Social Responsibility (CSR) Policy. The policy is accessible on the Company's website at https://kvforge. com/wp-content/uploads/2023/04/KVF-Corporate-Social-Responsibility-Policy.pdf.
For the Financial Year 2025-26, the provisions of Section 135 of the Companies Act, 2013, were applicable to the Company. Consequently, the Company has allocated and spent the mandated amount on CSR activities in compliance with the objectives outlined under Schedule VII of the Act. A detailed report on the CSR initiatives undertaken during the year is annexed to this Report as 'Annexure E'.
34. VIGIL MECHANISM/ WHISTLEBLOWER POLICY:
Pursuant to the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism and Whistleblower Policy. This framework offers a formal channel for Directors and employees to report genuine concerns or grievances regarding unethical behavior,
actual or suspected fraud, or violations of the Company's Code of Conduct or Ethics.
The policy provides adequate safeguards against the victimization of Directors and employees who utilize this mechanism. It also grants a right of direct access to the Chairman of the Audit Committee. The Audit Committee is responsible for overseeing the functioning of the vigil mechanism.
During the year under review, no personnel were denied access to the Audit Committee. Furthermore, the Company reports that no complaints or whistleblower grievances were received during the Financial Year.
The Vigil Mechanism / Whistleblower Policy is accessible on the Company's website at https://kvforge.com/wp-content/ uploads/2023/04/KVF-Whistle-Blower-Policy.pdf
35. A STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
During the Financial Year under review, the Company has in place an Internal Complaints Committee (ICC) in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace and is committed to providing a safe and conducive work environment to all its employees.
In this regard for the Financial Year under review, the following is the status:
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Number of complaints of sexual harassment received:
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Nil
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Number of complaints disposed of during the year:
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Nil
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Number of cases pending for more than ninety days:
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Nil
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Number of complaints pending at the end of the year under review:
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Nil
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36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:
During the Financial Year under review, the Company has not made any application, nor are there any proceedings pending against it, under the provisions of the Insolvency and Bankruptcy Code, 2016, as of March 31, 2026.
37. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the Financial Year under review, the Company has not entered into any one-time settlement with its banks or financial institutions. Consequently, disclosures regarding differences between the valuation at the time of a one-time settlement and the valuation conducted while availing loans do not apply.
38. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.
During the year under review, no cases were reported which required the Company to extend maternity benefits under the applicable provisions of the Maternity Benefit Act, 1961. Notwithstanding the same, the Company affirms its continued commitment to comply with all applicable provisions of the said Act and to extend requisite benefits and support to eligible employees, as and when such requirements arise.
39. GREEN INITIATIVE
Pursuant to Section 20 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, companies are permitted to achieve paperless compliance by serving notices and documents, including the Annual Report, via electronic mode. Accordingly, the Company has dispatched the Annual Report and the Notice of the Annual General Meeting electronically to all members whose email addresses are registered with the Company or their respective Depository Participants.
In line with our commitment to environmental sustainability and this green initiative, we encourage members who have not yet registered their email addresses to do so. Members holding shares in dematerialized form are requested to update their email addresses with their respective Depository Participants or the Company to ensure seamless digital communication.
40. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (5) of the Act with respect to the 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 March 31, 2026, 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.
41. ACKNOWLEDGEMENT:
Your Directors express their sincere gratitude for the continuous support, and cooperation received from the Government, Statutory Authorities, and Banks. The Board also extends its appreciation to all esteemed shareholders, customers, vendors, and other stakeholders for their unwavering trust and confidence in the Company.
Furthermore, the Directors place on record their deep appreciation for the dedication, commitment, and valuable contributions made by employees at all levels. Their hard work and perseverance remain instrumental in driving the Company's sustained growth and success.
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