Techno Forge Ltd Directors Report

BOARDS REPORT

To the Members,

Techno Forge Limited

(CIN: L2891OGJ1979PLC003508)

Your Directors have pleasure in presenting their 46th Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended on 31st March, 2025.

1. Financial Results/ Review of Operations:

	(Rs. in Thousands)
Particulars	Current Year 2024-25	Previous year 2023-2024
Total Revenue	3,04,403	2,93,000
Total Expenditure	2,85,804	3,23,316
Profit Before Exceptional & Extraordinary items & tax	18,599	(30,317)
Exceptional & Extraordinary items & tax	0	0
Profit Before Taxes	18,599	(30,317)
Less : Current Tax		0
Less : Deferred Tax	19,768	11,235
Profit After Taxes	(1,169)	(41,511)

2. Transfer to Reserves:

In view of losses, no amount has been transferred to the reserves by the Company.

3. Dividend:

In view of losses during the year, your Directors have thought it prudent not to recommend any dividend for the financial year under review

4. Operations:

During the year under review, the Company recorded revenue from operations of Rs.2,99,996 thousand as against Rs.2,85,826 thousand in the previous year, reflecting a growth of 5%. The net profit/(loss) before tax stood at Rs.18,599 thousand as eompared to a loss of Li 30,317 thousand in the previous year. The management remains optimistic about the Companys business prospects and is confident of achieving improved performance with higher revenues in the coming year. There has been no change in the nature of business of the Company during the year.

5. Corporate Insolvency Resolution Process & material developments

The Bank of India ("Financial Creditor") filed the petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"), vide C.P. (IB) No. 264 of 2018 for initiation of the Corporate Insolvency Resolution Process against Techno Forge Limited ("Corporate Debtor or Company") which was admitted by Honourable National Company Law Tribunal, Ahmedabad Bench (NCLT) vide its order dated 02.07.2020.

The NCLT vide its order dated 02.02.2024 (IA No. 864 of 2021), approved the Resolution Plan submitted by Resolution Applicants and granted all reliefs and concessions sought from the government/ statutory authorities for effective implementation of the resolution plan. However, the order of NCLT is erroneous since if has deleted clause relating to release of personal guarantee of the suspended management and other matters which were approved in Final Resolution Plan by the Committee of Creditors. Accordingly, the Company has preferred an appeal with honourable National Company Law Appellate Tribunal (NCLAT) against the order of the NCLT, which has partially modified the Resolution Plan approved by the Committee of Creditors. Further, the Resolution Applicants/ the Company is under process of implementation of resolution plan conditions.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure and Developments

The Indian steel industry is the second-largest producer globally and contributes significantly to GDP growth and industrial development. Steel demand is driven by infrastructure, construction, automobile, engineering, and consumer durables sectors.

During FY 2024-25, global steel markets have shown moderate recovery, supported by infrastructure stimulus in developed economics and resilient demand in Asia. In India, the Governments continued focus on infrastructure (roads, railways, housing, renewable energy, and defence manufacturing) is expected to drive consumption.

However, the industry also faces challenges such as high energy costs, volatility in coking coal and iron ore prices, and cheap imports from countries with surplus production. In response, the Government has tightened import norms and emphasized domestic sourcing.

Corporate Governance and Responsibility

The Company is committed to high standards of corporate governance, ethics, and transparency. Specific initiatives include:

• Non-discrimination across caste, gender, religion, or culture,

• Conservation of energy and environmental protection in operations,

• Training and disaster management preparedness for employees,

• Commitment to social responsibility in education and community development.

Opportunities and Threats Opportunities:

• Rising domestic steel demand driven by 1110+ lakh crore Government infrastructure outlay,

• "Make in India" and Production-Linked Incentive (PLI) schemes to boost manufacturing,

• Growing opportunities in exports due to Indias cost competitiveness,

• Structural demand from renewable energy, metro projects, and real estate expansion.

Threats:

• Fluctuations in global steel prices and raw material availability,

• High logistic and energy costs affecting margins,

• Cheaper imports from countries with lower production costs,

• Stringent environmental regulations requiring investment in green technologies.

Outlook

The medium- to long-term outlook for the steel industry remains strong, with domestic demand expected to grow at 7-8% annually. Indias per capita steel consumption (currently ~85 kg) still lags global average (-230 kg), indicating long-term growth potential.

Your Company, having successfully completed the Corporate Insolvency Resolution Process (CIRP) with effect from 02.02.2024, is now on a revival path. The management, continuing with its experienced leadership, is focused on cost optimization, efficient resource utilization, customer engagement, and gradual restoration of operations in line with market demand.

Risks and Concerns

• Input Cost Volatility: Prices of coal, power, and raw materials arc volatile.

• Foreign Exchange Risk: With part of revenue and raw material linked to foreign currencies, volatility in USD and Euro poses a risk and other foreign policies.

• Competition: Both domestic and international competition is intensifying.

• Operational Risk: Post-CIRP transition requires careful financial and operational discipline.

The Company has taken mitigating measures such as long-term supplier tie-ups, hedging policies, insurance of assets at fair value, and continuous monitoring of industry dynamics.

7. Material changes and commitment occurred after the end of Financial * Year and up to the date of Report:

Except appeal before the NCLAT as referred above, there is no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and upto the date of this report.

8. Subsidiary Company or Joint Venture Company or Associate Company:

Your Company does not have any subsidiary company or Joint Venture Company or Associate Company.

9. Adequacy of Internal Control System:

The Company has adequate internal control systems commensurate with its size and operations. These controls arc periodically evaluated, and corrective actions arc implemented wherever necessary. Internal audits and management reviews are conducted regularly to strengthen governance and accountability.

10. Deposits:

The Company has neither accepted nor renewed any deposits from public during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

During the year company has availed borrowings from the "Resolution applicants" and as on 31.03.2025 the company has Rs. 33,095/- (‘000) outstanding borrowings.

11. Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013:

Pursuant to provisions of section 186 of the Companies Act, 2013, during the year under review, no loan or guarantee given by the Company and no investments in the securities of any company arc made.

12. Share capital:

During the year under review, there is no change in the Share Capital of the company. As per the "Resolution Plan" approved by the Committee of Creditors under the provisions of the Insolvency and Bankruptcy Code, 2016, entire exiting equity share capital shall get extinguished. However, the honourable NCLT Bench, Ahmcdabad has partially modified the Resolution Plan with reference to shareholding and the Resolution Applicant/ existing direetor(s) have preferred appeal with honourable NCLAT, New Delhi against the order of NCLT.

13. Transfer to Investor Education & Protection Fund:

The provisions of Seetion 125(2) of the Companies Act, 2013 do not apply as there was no amount required to be transferred to Investor Education & Protection Fund.

14. Annual Evaluation:

As the securities of the Company got delisted from BSE Limited with effect from 11.05.2018, the Company is unlisted company as on the date and hence, requirement of formal annual evaluation to be done by the Board of its own performance and that of its committees and individual directors is not applicable.

Further NCLT has given permission to relist in BSE refer to order No. IA/864(AHM) 2021 In CP(IB) 264 of 2018 dated 02/02/2024

15. Directors:

There has been no change in the constitution of the Board during the financial year under review i.e. the structure of the Board remains the same.

16. Meetings:

The Board were duly met 4 (Four) times at the registered office of the company during the FY 2024-25. The details of meetings held, and attendance of Directors are as under:

Sr. No.	Date of Meeting		Director Present
		Mr. Ashok Mansukhlal Kapasi	Mr. Arun Mansukhlal Kapasi	Mr. Vikram Ashok Kapasi (DIN:
		(DIN: 0041185)	(DIN: 00041242)	10547065)
1	10/06/2024	Yes	Yes	Yes
2	21/09/2024	Yes	Yes	Yes
3	23/12/2024	Yes	Yes	Yes
4	17/03/2025	Yes	Yes	Yes

17. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Aet, 2013 the Board hereby submit its responsibility Statement;

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

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;

3. That the Directors have 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;

4. That the Directors have prepared the annual accounts on a going concern basis.

5. That 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.

18. Independent Directors Declaration:

As on the date, the provisions relating to appointment of Independent directors arc not applicable to the Company.

19. Audit Committee:

The Company is not required to constitute Audit Committee since the provisions of section 177 of the Companies Act, 2013 arc not applicable.

20. Nomination and Remuneration Committee and Companys Policy On directors appointment and remuneration:

The Company is not required to constitute Nomination and Remuneration Committee as the provisions of section 178 of the Companies Act, 2013 are not applicable.

Auditors:

M/s. R Choudhary & Associates, Chartered Accountants, bearing (ICA1 Registration Number 101928W) who arc the statutory auditors of the Company, hold office in accordance with the provisions of the Act up to the Annual General Meeting to be held in the year 2029 and from whom necessary consent has been obtained under section 141 of the Companies Act, 2013 are eligible continuing as Auditors of the Company.

21. Explanations on Qualifications/ Adverse Remarks contained in the Audit Report:

There was no a qualification, reservations or adverse remarks made by the Auditors in their report. Observations of the Auditors are self-explanatory and do not call for further information.

22. Secretarial Audit:

As on the date, the securities of the Company arc not listed at any stock exchange and hence being unlisted company, the provisions of Section 204 of the Companies Act, 2013 relating to Secretarial Audit arc not applicable to the Company.

23. Frauds reported under Section 143(12) of the Companies Act, 2013:

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the company by its officers or Employees under Section 143(12) of the Companies Act, 2013.

24. Risk Management:

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Board judges from time to time Credit Risk/ Liquidity Risk to the fair and reasonable extent that your Company is willing to take. The Company has its internal Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

25. Corporate Social Responsibility (CSR):

Since the Companys net worth does not exceed Rs. 500 erores or Companys turnover does not exceed Rs. 1,000 erores or the Companys net profit does not exceed Rs. 5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility activities are not applicable to the Company.

26. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company is committed to provide a healthy environment to all employees that enable them to work without the fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company through this policy has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and your Company has complied with its provisions. Ho complaints were pending in the beginning of the year or no complaint received during the year the Financial Year 2024-25.

27. Conservation of Energy, Technology Absorption and Foreign Earnings and Outgo:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished.

(A) Conservation of energy:

Steps taken/impact on conservation of energy, with special reference to the following:

(i) steps taken by the company for utilizing alternate sources of energy including waste generated : nil

(B) Technology absorption:

1. Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

The Company has not taken any technical know how from anyone and hence not applicable.

2. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

3. Expenditure incurred on Research and Development:

(C) Foreign exchange earnings and Outgo

PARTICULARS	Amt (Rs. In thousands)
Foreign Exchange earned in terms of actual inflows during the year	3,294
Foreign Exchange outgo during the year in terms of actual outflows	188

28. Statement under Rule 5 (2) Of Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014: Nil

There is no employee in the Company drawing remuneration aggregating to Rs. 8.50 lacs or above per month or Rs. 1.02 crorc or above per annum.

29. Disclosure on establishment of Vigil Mechanism:

As per provision of the Companies Act, 2013, your Company has not accepted deposits from the public and has not borrowed money from banks and public financial institutions in excess of Rs. 50 crores, so Vigil Mechanism shall not be applicable to your Company.

30. Disclosure in respect of scheme formulated under section 67(3) of the Companies act, 2013:

Since the Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013.

31. Disclosures pursuant to section 197 (12) of the Companies act, 2013 and the rules made thereunder:

The Company being unlisted public limited company, the provisions relating to disclosure under section 197(12) of the Companies Act, 2013 are not applicable to the Company.

32. Disclosures pursuant to section 197 (14) of the Companies act, 2013:

None of the Directors of the Company is in receipt of any commission from the Company.

33. Related Parties Transactions:

All transactions entered into with the related parties are at arms length price and in ordinary course of business. The particulars of transactions or contracts entered or arrangements made with related parties pursuant to provisions of section 188 of the Companies Act, 2013 is provided in Annexure A (in the format AOC-2) and is attached to this Report.

Details of related party transactions entered into by the Company, in terms of Accounting Standard-18 have been disclosed in the notes to the financial statements forming part of this Report.

34. Annual Return:

The Company doesnt having any website. Therefore, no need to publication of Annual Return.

35. Significant and material order passed by the Regulators/ courts:

During the year under review, the honourable National Company Law Tribunal, Ahmedabad Bench passed order for approval of resolution plan, vide its order dated 02.02.2024. Except this, no other significant and material order was passed by the Regulators or courts.

36. Maintenance of Cost Record:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost record is not applicable to the Company for the Financial Year 2024-25.

37. Compliance of Applicable Secretarial Standards:

The Company has complied with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

38. Details of application made or any preceding pending under Insolvency and Bankruptcy Code, 2016 during the FY along with the current status:

During the year under Review, the honourable NCLT, Ahmedabad Bench approved Resolution Plan vide its order dated 02.02.2024 and management has been handed over to the resolution applicants.

39. 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:

Not Applicable

40. Acknowledgments:

The Board takes this opportunity in expressing their gratitude to its shareholders, bankers, courts of law, professionals, stakeholders and employees of the Company.

		On behalf of the Board
		For Techno Forge Limited
Place: Ankleshwar
Date: 04.09.2025	Ashok Kapasi	Arun Kapasi
	Director	Director
	DIN:00041185	DIN: 00041242