To

The Members of

The Board of Directors is pleased to present the 18^th Boards' Report of the company, along with the Audited Financial Results for the year ended March 31, 2025.

The highlight of the Standalone and Consolidate financial performance of the Company for the year ended March 31, 2025 is summarized as follows:

(Rs. In Lakhs)

During the year under review, the Company has earned a total revenue from operations of Rs. 12131.58 Lakhs for the year ended March 31, 2025 as against Rs. 12614.67 Lakhs in the previous financial year. The Company has recorded a profit (PBT) of Rs. 4542.57 Lakhs for the year ended March 31, 2025 as compared to Rs. 1860.04 Lakhs in the previous financial year. The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs. 3555.70 Lakhs as compared to Rs. 1383.31 Lakhs in the previous financial year. Earnings per share (EPS) for the financial year 2024-25 is Rs. 33.90, showing an increase from the previous year's Rs. 16.06.

The Board of Directors does not recommend any dividend for the financial year ended on 31^st March, 2025 in order to conserve resources for future development.

The Company has no amount lying under unpaid dividend or unpaid interest account or such other amount as mentioned under section 124 of the Companies Act, 2013 and hence no amount is required to be transferred to the Investor Education and Protection Fund.

The Board of Directors has not recommended any amount to be transferred to reserve for the financial year ended 31^st March, 2025

During the year, there was no change in the nature of business of the Company.

As Amic Forging Limited looks ahead to FY 2025 26 and beyond, the company remains committed to strategic growth, technological advancement. Building on the strong foundation laid in 2023 24, we aim to expand our product portfolio, strengthen our presence in high-potential domestic markets, and invest in process automation and sustainability initiatives. With a clear focus on quality, innovation, and customer-centric solutions, we are positioning ourselves to capitalize on emerging opportunities across sectors such as automotive, energy, and heavy engineering. The global forging industry is poised for gradual recovery and growth, and Amic Forging is well-prepared to adapt to evolving market dynamics, deliver long-term value to stakeholders, and drive sustainable performance.

The Authorized Share Capital of the Company as on March 31, 2025 was Rs 12,00,00,000/- (Rupees Twelve Crore) divided into 12,000,000 shares of Rs 10/- each.

The Paid-up Equity Share Capital as on March 31, 2025 was Rs. 10,48,84,100/- (Rupees Ten Crore Forty Eight Lakh Eight Four Thousand One Hundred Only) divided into 1,04,88,410 Shares of Rs. 10/- each. The equity shares of the company are listed on the SME Platform of Bombay Stock Exchange

("BSE")

PREFERENTIAL ISSUE OF CONVERTIBLE EQUITY WARRANT:

During the year under review, the Company successfully completed the preferential allotment of 800,000 Convertible Equity Warrants to 28 allottees, including 3 members of the promoter group. The issue price was 1,211/- per warrant, inclusive of a premium of 1,201/- per warrant, resulting in a total issue amount of 96,88,00,000/-. As per the terms of the issue, the Company received an upfront payment of 25% of the total consideration at the time of allotment, amounting to 24,22,00,000/-. All warrants were allotted in dematerialized form. The funds received from the upfront payment, which represent 25% of the total consideration, were fully utilized during the year towards the specified objects of the issue, according to SEBI regulations. The Company confirms that the utilization of these funds aligns with the objectives outlined in the resolution approving the warrant issue. The remaining 75% of the issue price will be payable by the warrant holders upon conversion of the warrants into equity shares, which can be exercised within a period of 18 months from the date of allotment.

LISTING OF SHARES:

The Company's equity shares are listed on SME platform of Bombay Stock Exchange of India

Limited with Symbol AMIC. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing Fees up to the year 2025-26. ISIN of the company is INE0P9J01013

The Company does not have any joint ventures. However, the company has following subsidiary or associate Company/LLP:

* Incorporated on February 21, 2025.

The Company is engaged only in one segment i.e. Steel forgings and machined heavy precision part.

Your company has not accepted any deposits under section 73 of the Companies Act 2013 during the year and there is no outstanding amount of principal or interest as on the date of the balance sheet.

The Company has granted Loan, or advances in the nature of loan or stood guarantee or provided security to the following person or entity.

However, the company has not made Investment through more than two layers of Investment Companies in accordance with Section 186 of the Act

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end date of Financial year and the date of this Report.

There are no significant and material orders passed by the regulators, courts or tribunals, which affect the going concern status of the Company and its operations in future.

The Company has in place adequate Internal Financial Control as required under section 134(5)(e) of the Companies Act, 2013 and the same was evaluated by the Audit Committee. During the year such controls were tested with reference to financial statements and no material weakness in the formulation or operations were observed. The Statutory Auditors of the Company conducted audit on the Company's internal financial control over financial reporting and the report of the same is annexed with Auditors' Report.

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the Company and hope that their continued support will help in achieving the goals of the Company. Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is attached as Annexure ‘I'.

The following is the composition of the Board as on 31 March 2025.

Mrs. Rashmi Chamaria, Non-Executive Director of the Company, will retire by rotation and being eligible, offered herself for re-appointment at the ensuing Annual General Meeting (AGM).

During the year under review there are no changes in the Directors & KMP.

The Company has received declarations from all the Independent Directors of the Company confirming that:

a. they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and

b. they have registered their names in the Independent Directors' Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto.

During the year under review 11 (Eleven) Board meetings were convened and held respectively on the following dates: 09.05.2024, 30.05.2024, 05/07/2024, 22/07/2024, 31/07/2024, 31/08/2024, 17.10.2024, 14.11.2024, 30.01.2025, 14.02.2025 and 18.03.2025. The maximum time gap between any two consecutive meetings did not exceed 120 (One Hundred Twenty) days.

As on 31st March, 2025, the Board have 4 (four) Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder's Relationship Committee and Corporate Social

Responsibility Committee.

1. Audit Committee

The composition of the Audit Committee has been precisely structured to align with the requirements outlined in Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee collectively possess substantial financial and accounting expertise, ensuring a high level of proficiency within the committee. The committee is comprised of 3 members, and the Company Secretary is the Secretary of the committee. The detail of the composition of the Audit Committee along with their meetings held/ attended is as follows:

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by the Board.

During the year under review, meetings of Audit Committee were held on the following dates:

Date of Meetings

30/05/2024

22/07/2024

14/11/2024

14/02/2025

2. Nomination & Remuneration Committee:

The Nomination & Remuneration Committees composition meets with the requirement of section 178 of the companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possess sound knowledge/expertise/exposure. The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the Nomination & Remuneration Committee along with their meetings held/ attended are as follows: -

During the year under review, two meetings of Nomination & Remuneration Committee were held on 22.07.2024 and 31.08.2024.

3. Stakeholder Relationship Committee:

The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Company's transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints. The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the said Committee along with their meetings held/ attended is as follows: -

During the year under review, four meetings of Stakeholders Relationship Committee on 30.05.2024, 22.07.2022, 17.10.2024 and 30.01.2025 were held.

All the investor complaints pertaining to the listed Companies will be electronically sent through SCORES and the Companies or their appointed Registrar & Share Transfer Agent (R&TA/ STA) are required to view the pending complaints and submit ‘Action Taken Report' (‘ATRs') along with necessary documents electronically in SCORES. Further, there is no need to file any physical ATRs with SEBI. The Company had completed the required registration under SCORES to efficiently and effectively redress the investors/shareholders complaints on time.

4. Corporate Social Responsibility Committee

The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 135 of the Companies Act, 2013.

Brief Terms of Reference of the Committee inter-alia includes:

Formulate and recommend to the Board, a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act; Recommend the amount of expenditure to be incurred on the activities mentioned in the CSR Policy and monitor the CSR Policy; To institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.

2 (Two) Corporate Social Responsibility Committee Meetings were held during the year 2024-25. The details are given below: 09.05.2024 18.03.2025

The Corporate Social Responsibility Committee comprises the following Directors and their attendance in the Committee Meeting is given below:

The Securities and Exchange Board of India (SEBI) vide its circular No. SEBI/HO/CFD/CMD/CIR/P/2017/ 004, dated 5th January, 2017, had issued a guidance note on Board Evaluation which inter alia contains indicative criterion for evaluation of the Board of Directors, its committees and the individual members of the Board. In accordance thereof, the Board evaluated the performance of the Board, its Committees and the Individual Directors for the financial year 2024-25. After the evaluation process was complete, the Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated. The Board also ensured that the Committees functioned adequately and independently in terms of the requirements of the Companies Act, 2013 and the Listing Regulations.

The individual Director's performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing Regulations and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise so as to make the Company well equipped to face the adverse challenges.

Your Company has a well-defined Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees of the Company. This policy is in line with the provisions of Section 178 of the Companies Act, 2013, and the Rules framed thereunder, as well as Regulation 19 along with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees and also outlines the process by which the performance of the directors could be evaluated.

During the year in review, there has been no change in the policy. The policy ensures equity and consistency in rewarding the employee on the basis of performance against set of objectives. The Policy is available on our website at https://www.amicforgings.com

M/s K N Gutgutia & Co. Chartered Accountants, Kolkata (Firm Registration No. 304153E.) continue to hold office of Auditors until the conclusion of 22nd AGM to be held in the year 2029. Pursuant to Regulation 33(1)(d) of the Listing Regulations, the Auditors have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Notes on the financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board of Directors, subject to approval of shareholders in the ensuing Annual General Meeting, has appointed Mr. B K Barik, Practicing Company Secretary, FCS: 5696, C.P.No.:3897 Peer Reviewed, as the Secretarial Auditor to hold the office of Secretarial Auditors until conclusion of 23rd AGM of the Company to conduct the secretarial audit of the Company for a period of 5 years effective from F.Y. 2025-26 till F.Y. 2029-30. His appointment has been set forth in the Notice convening ensuing Annual General Meeting for approval of shareholders. The Secretarial Audit Report in Form MR-3 for the year ended on 31st March, 2025 is attached as Annexure ‘II', which is self-explanatory and hence do not call for any further explanation and the Report does not contain any qualification, reservation, adverse remark.

The provisions of Section 148 of the Companies Act, 2013 read with Notifications/ Circulars issued by the Ministry of Corporate affairs from time to time, regarding maintenance of Cost records are applicable to the company.

The Company had received consent and confirmation of eligibility pursuant to section 148 of the Companies Act, 2013 from M/s Sohan Lal Jalan and Associates, cost Accountants regarding their appointment as the Cost Auditors of the Company for the financial year 2025-26. Thereafter, the Board of Directors on recommendation of the Audit Committee has appointed M/s Sohan Lal Jalan and Associates, cost Accountants, as the Cost Auditors of the Company for the financial year 2025-26. Accordingly, remuneration, as recommended by the Board, would be paid to M/s. Sohan Lal Jalan and Associates, for the financial year 2025-26, subject to ratification of the members at the ensuing AGM.

As per Regulation 32(1) of the Listing Regulations, details of Statement of material variation or deviation are available on company website at www.amicforgings.com

Every business is subject to risks, uncertainties that could cause actual results to differ materially from those contemplated. The Company has in place a mechanism comprising of regular audits and checks to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the management. Major risks identified are systematically addressed through risk mitigation actions on a continuing basis.

The Company has in place the Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. The summary of the Sexual Harassment complaints received during the 2024-25 are as under:

During the year under review, the Statutory Auditors have not reported to the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, hence, there is nothing to be mentioned in the Board's report in this regard.

The Company has implemented the Code of Internal Procedure & Conduct as required under the extant SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also in existence a Structured Digital Database as mandated under the above Regulations.

During the Financial Year 2024-25, the company convened the following meetings of members: Annual General Meeting on 30^th September, 2024, Extraordinary General Meeting on 23^rd August, 2024 and Postal Ballot from 3^rd day of February to 4^th Day of March, 2025.

In terms of Section 134(3) (c) of the Companies Act, 2013 the director would like to state that :

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

ii. 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 of the company for that period;

iii. 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;

iv. The directors had prepared the annual accounts on a going concern basis.

v. The directors had 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. The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.

The draft Annual Return (e-Form MGT-7) of the Company for the year ended 31st March, 2025 pursuant to the provisions of Section 134(3)(a) and Section 92 of the Companies Act, 2013 is available on the Company's website and can be accessed at www.amicforgings.com.

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business on arm's length basis. During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Further, all related party transactions entered into by the Company are placed before the Audit Committee for its approval. Suitable disclosures as required are provided in AS-18 which forms the part of the notes to the Financial Statement. In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Company's Website at www.amicforgings.com.

The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in Section 134 (3) (h) read with section 188(1) of the Act framed thereunder, in the Form No. AOC-2 are annexed and marked as "Annexure -III".

The Company generally complies with all applicable secretarial standards, issued by the Institute of Company Secretaries of India and made applicable as per Section 118(10) of The Companies Act, 2013.

The Company has been carrying out Corporate Social Responsibility (CSR) activities under the applicable provisions of Section 135 read with schedule VII (as amended from time to time) of the Companies Act, 2013 and the Companies Corporate Social Responsibility Policy Rules, 2014. Your Company believes in making lasting impact towards creating a just, equitable, human and sustainable society. The CSR Policy of the Company is available on the Company's website at www.amicforgings.com. The Annual Report on CSR Activities' is attached as Annexure ‘IV' to this report.

A detailed report on Management Discussion and Analysis Report is included in this Report as "Annexure V".

Since the company has been listed on SME Platform of BSE Limited (BSE), by virtue of regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulation 17 to 27 and clause B to (1) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

Particulars with respect to conservation of energy as per rule 8(3) of the Companies (Accounts) Rule, 2014 are as under:

The industrial relation during the year 2024-25 has been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

There is nothing to report under this for the year under review.

There is nothing to report under this for the year under review.

As mandated under the Ministry of Corporate Affairs notification and in compliance with the provisions of the Maternity Benefit Act, 1961, the Company affirms that it has duly adhered to the statutory requirements concerning maternity benefits during the financial year 2024 25. The Company ensures the provision of maternity leave, nursing breaks, and other entitlements as specified under the Act to all eligible women employees. We are committed to fostering a safe, inclusive, and supportive workplace environment that upholds the rights and welfare of women employees during and after maternity. No complaints or grievances related to the denial of maternity benefits were reported during the year.

The Board of Directors would like to express their sincere thanks to various State and Central Government Department, bankers, Consultants, Advisors, shareholders and Investors for their valuable co-operation and continued support throughout the year to the Company. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers