G G Automotive Gears Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Your Directors have pleasure in submitting Company''s 52^nd (Fifty-Second) Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS

The Summarized standalone results of your Company are given in the table below:

(Rs. in lacs except EPS)

2. STATEMENT OF COMPANY''S AFFAIRS

During the year under review,

a) the turnover of the Company in the financial year ended as on March 31, 2026 is 511,636.80 /- (INR in Lakhs) as against 11,432.38/- (INR in Lakhs) the previous year ended as on March 31, 2025;

b) the profit of the Company in the financial year ended as on March 31, 2026 is 1,112.11/-(INR in Lakhs) as against profit of 774.92/- (INR in Lakhs) in the previous year ended as on March 31, 2025.

3. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for financial year 2025-26 in the statement of profit and loss. Therefore, Company has transferred Rs. 1,112.11/- (INR in Lakhs) to the retained earnings forming part of the reserves and surplus.

4. CHANGE IN NATURE OF BUSINESS

There has been no change in the Nature of Business during the year under review.

5. DIVIDEND

Your directors do not recommend any dividend during the year under review.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

7. DIVIDEND DISTRIBUTION POLICY

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') requires the top 1000 listed entities, based on market capitalization calculated as on March 31 of every Financial Year, to formulate a Dividend Distribution Policy and disclose the same in the Annual Report and on the website of the Company. However, Your Company is out of purview of top 1000 listed entities based on market capitalization calculated as on March 31 2026.

8. SHARE CAPITAL Authorised Capital:

During the year under review, the Authorised Capital remains unchanged and stood at Rs.

10.00. 00.000/-(Rupees Ten Crore) which is divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Ten each), as on March 31, 2026.

Paid up Capital:

As on March 31, 2026 the paid-up equity share capital of the Company stood at Rs.

9.99.00. 000 (Rupees Nine Crore Ninety-Nine Thousand) comprises of 99,90,000 (Ninety-Nine lakh Ninety Thousand) equity shares of Rs. 10/- (Ten each).

At the Meeting of the Board of Directors ("Board") held on Thursday, 03rd April, 2025, approved allotment of 4,90,000 equity shares of the Company upon conversion of 4,90,000 Convertible Warrants which were originally issued and allotted on 1st November, 2023. The details of allotment are as follows:

Apart from as mentioned above, during the year the Company did not issue any equity shares, securities or instruments convertible into equity shares, sweat equity shares, or equity shares carrying differential voting rights.

9. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2025 -2026 https://ggautomotive.com/.

10. NUMBER OF MEETINGS OF BOARD

During the year under review Board of Directors of the Company have met Eight (8) times, accordingly Eight (8) Board Meetings of Board of Directors have been held.

The details of Board Meetings and Committees, attendance of each Directors, Members have been in detailed provided in the Corporate Governance Report forming part of this Annual Return.

11. COMPOSITION OF VARIOUS COMMITTEES AND THEIR MEETINGS

Details of various committees constituted by the Board as per the provisions of Companies Act, 2013 and Listing Regulations and their meetings along with separate meeting of Independent Director are given in the Corporate Governance Report which forms a part of this report.

12. DIRECTOR''S RESPONSIBILITY STATEMENT

a. In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii. the Directors 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 and loss of the Company for that period:

iii. the Directors 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. 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143 (12) of the Act, details of which needs to be mentioned in this Report.

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6)

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.

In terms of regulation 25 (8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

15. NOMINATION AND REMUNERATION POLICY

The Company has in place a Policy for the selection and appointment of Directors and their remuneration. The Nomination and Remuneration Company''s policy on directors'' appointment and remuneration also includes criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178. The weblink of the Policy on the website of the Company at https://ggautomotive.com/policies/ .

The Nomination and Remuneration (N&R) Committee has followed that policy which, inter alia, deals with the manner of selection of Board of Directors and CEO & Managing Director and their remuneration.

16. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all senior management personnel in the course of day-to-day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of conduct and Business Ethics also focuses on the Clean Environment, Safety & Health of the Customers and Society. The Code has been posted on the Company''s website https://ggautomotive.com/policies/.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. A Certificate from the Managing Director to this effect form part of this report and annexed as Annexure-I.

17. CORPORATE GOVERNANCE REPORT

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Further the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and

Part E of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this Annual Report as Annexure -II.

18. CEO/CFO CERTIFICATION

In terms of SEBI (LODR) Regulations, the Certificate signed by Mr. Kennedy Gajra, Managing Director and Mr. Manoj Sharma Rajkumar Bafna, Chief Financial Officer of the Company was placed before the Board of Directors along with Annual Financial Statement for the financial year ended March 31, 2025 at its meeting. The detailed certificate has been attached to this report as "Annexure-IN".

19. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review following changes within the composition of the Board of Directors were taken place:

a. Appointment/Re-appointment/Resignation of Directors:

i. The Appointment of Mr. Shriram Mishra (DIN: 11251485) as an Independent Director (Non-Executive) of the Company with effect from August 22, 2025 for the Period of Five (5) years to hold office up to the conclusion of this Annual General Meeting of the Company, not liable to retire by rotation. His Appointment shall be subject to the members approval at the 51^st Annual general Meeting of the Company.

ii. Further Ruchi Sogani (DIN:02805170) due to her preoccupation and other commitments tendered her resignation from the position of Non-executive Director (Non -Independent) of the Company on 22.08.2025 with immediate effect. The Board acknowledges the same and inform the Exchange in compliance of the SEBI LODR regulation and other applicable laws.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

Furthermore, at the ensuing 52^nd Annual General Meeting following Appointment/Reappointment shall be proposed for members approval:

i. Mr. Pravin Kumar Shishodiya (DIN: 03011429), Non -Executive and Non-Independent Director of the Company, shall be retire by rotation at the forthcoming Annual General Meeting, and being eligible seeks reappointment.

b. Key Managerial Personnel (KMP):

Pursuant to Section 2(51) read with Section 203 of the Companies Act, 2013 read with Rules made thereunder, the following person has been designated as Key Managerial Personnel of the Company under the Companies Act, 2013:

Apart from changes in the point (a) above there were no further changes in the directors and KMP of the company during the year under review.

c. Disqualification of Directors Under Section 164

None of the directors were disqualified from being appointed or re-appointed as directors of the Company or other companies as prescribed within the provision of section 164 of the Companies Act 2013. Furthermore, the Certificate of Non-Disqualification of Directors (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) have been attached to his Board report as "Annexure -IV".

20. SECRETARIAL AUDITOR

On recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on 22nd August, 2025 have appointed M/s. HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further the recommendation for the Appointment of M/s. HSPN & Associates LLP, Company Secretaries as Secretarial Auditors of the Company to carry out the Secretarial Audit for the period of Five (5) years (i.e. from 2025-26 to 2029-30) has been made for the shareholders'' approval at the 51^st Annual General Meeting of the Company.

Further, the Secretarial Audit Report issued by M/s. HSPN & Associates LLP, Company Secretaries for the financial year 2025-2026 is annexed herewith and forms part of this report as "Annexure V".

21. INTERNAL AUDITOR

On recommendation of Audit Committee, the Board of Directors of the Company at its meeting held on 22nd August, 2025 has appointed M/s. Tanishq Tharani & Co., Chartered Accountants, Mumbai, as internal auditor of the Company for financial year 2025 -26 on such remuneration as may be decided by the Board of directors of the Company with the mutual consent of the auditors and in consultation with Audit Committee if any.

22. STATUTORY AUDITOR

The Members of the Company at their 49^th (Forty Ninth) Annual General Meeting held on Monday, August 21, 2023 on the recommendation of Audit Committee appointed M/s. S. N. Gadiya & Co. Chartered Accountants (Firm Registration No. 002052C) having Peer Review No. 012731 as Statutory Auditors of your Company for a period of 5 consecutive years from the conclusion of 49th Annual General Meeting till the conclusion of 54^th (Fifty fourth) Annual General Meeting to be held in the year 2028.

23. COST AUDITOR AND COST AUDIT

Maintenance of cost records as prescribed under the provisions of Section 148(l) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the financial 2025-26. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

Further, the Company was not required to appoint Cost Auditor under the provisions of section 148 of the Companies Act, 2013 as the same was not applicable to the Company during the financial year under review.

24. EXPLANATION OR COMMENTS BY THE BOARD OF DIRECTORS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

a. Auditors Qualification:

There were no qualifications, reservations or adverse remarks made by the Auditor in his report made for the financial year under review.

b. Secretarial Audit Report by Practicing Company Secretary:

Apart from as mentioned above there were no further qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report made for the financial year under review.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not made Loans, Guarantees or Investment made by the Company under Section 186 of the Companies Act, 2013. Also, Company has not given any guarantee during the year under review.

26. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company operates as a single entity with no subsidiaries or Joint Venture or Associate Companies as explained within the meaning of the Companies Act, 2013. Since the company has no Joint Venture or Associate companies the company is not required to give information in AOC-1 as required under Companies Act, 2013. Further the Company was not required to consolidates its accounts and present Consolidated Financial Statements of the company as part of the Annual Report for the Financial Year 2025-26.

Names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year - NIL.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

28. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO.

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

A. CONSERVATION OF ENERGY:

(i) Steps taken or impact on conservation of energy: The company is taking adequate steps progressively on conservation of energy.

(ii) Steps taken by the Company for utilizing alternate sources of energy: The

company is not making use of alternate sources of energy.

(iii) capital investment on energy conservation equipment''s: During the Financial year 2025 -2026 the company has not spent amount on capital investment on energy conservation equipment.

B. TECHNOLOGY ABSORPTION

29. STATEMENT INDICATING/CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company is exposed to risks such as, Occupational health & safety hazards, Quality of Products, Business dynamics Risks, Business Operations Risks, Credit Risks, Pollution Free Environment Risk, Market Risks/Industry Risks, Human Resource Risks, Legal Risks, Data Protection Risk and Operational risk that are inherent in the industry in which it is operating.

The Company has adopted the systematic approach to mitigate the risk associated with the objectives, operations, revenues and regulations. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Board of Directors of the Company. The Company was not required to constitute Risk Management Committee.

30. STATEMENT ON CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 were not applicable to the Company during the financial year under review, as the Company did not meet any of the prescribed thresholds relating to net worth, turnover, or net profit specified under Section 135(1) of the Act.

Based on the audited financial statements for the financial year 2024-25, the Company continues not to satisfy any of the applicability criteria prescribed under Section 135(1) of the Act. Accordingly, the Company is not required to constitute a Corporate Social Responsibility (CSR) Committee or formulate a CSR Policy, and no CSR expenditure is required for the financial year 2025-26.

B. The details of Deposits which are not in Compliance with the requirements of Chapter V of the Act: - NIL

C. Further, the Company has been in compliance with the provisions of rule 16 and 16A of the Companies (Acceptance of Deposits) Rules, 2014, for the financial year 202526.

32. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Non-Executive Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Board''s functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.

The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures, maintaining higher governance standards and updating the Independent Directors on key topics impacting the Company. The weblink of the

Performance Evaluation Policy on the website of the Company at https://ggautomotive.com/policies/.

33. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE DURING THE YEAR:

BSE vide its letter dated 28-11-2025 has imposed a penalty of Rs. 306800 (Three Lakhs Six Thousand Eight Hundred) for non-compliance of Regulation 17(1) of SEBI (LODR) Regulations, 2015. However, Company has filed appeal dated 23^rd May, 2026 with Securities Appellant Tribunal against the order dated 24^th March, 2026 of the Internal Regulatory Oversight and Review Group (IRORG) of BSE Limited in the matter of fines levied by BSE for non-compliance of Reg 17(1) SEBI (LODR) Regulations, 2015. and the matter is still pending as on date of this report.

Apart from as mentioned above, there is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the year.

34. INTERNAL CONTROL SYSTEM

The Company''s internal controls system has been established on values of integrity and operational excellence and it supports to attain maximum customer satisfaction by ensuring timely supply of quality products, To Minimize employee turnover ratios, to retain its valuable knowledge base and to Grow exponentially with commitment towards continual improvement, while focusing on safeguarding the environment preservation of natural resources & adhering to legal compliances. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations.

35. COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, SEXUAL HARASSMENT:

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. The Company has in place a Policy in line with the requirements of the sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The policy

formulated by the Company for prevention of sexual harassment is available on the website of the Company at https://ggautomotive.com/policies/.

The Company has complied with the provision relating to the constitution of Internal Committee under POSH, 2013. During the year under review, no compliant pertaining to sexual harassment at work place has been by the Company. The following is the status of the complaints received and resolved during the financial year:

36. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as of March 31, 2026.

37. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

During the year under review the Company have not entered into any related party transactions as prescribed under section 188 of the Companies Act, 2013. Therefore, there is no requirement of reporting in AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

38. 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

No Such instances occurred during the year under review.

39. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.

The Company has Complied with the provision relating to the Maternity Benefit Act, 1961.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of SEBI (LODR) Regulations is given separately and forms part of this 52nd Annual Report of the Company.

41. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Kamlesh Joshi, The Chairperson of the Audit committee of the Company in appropriate and exceptional cases. The detailed Vigil Mechanism of the Company is Uploaded and may be accessed on the Company website i.e. at https://ggautomotive.com/policies/

42. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

43. CREDIT RATING

Details of the Credit Rating Obtained during the year is mentioned below:

Crisil Ratings has reaffirmed its ''Crisil BBB-/Stable/Crisil A3'' ratings on the bank loan facilities of GG Automotive Gears Ltd (GGAGL). The ratings continue to reflect the company''s established market position in the locomotive gear business supported by an experienced management team, improving business performance and moderate financial risk profile. These strengths are partially offset by susceptibility of operating margin to volatility in raw material prices, vulnerability to risks inherent in tender-based business and working capital-intensive operations.

There is no change in the credit ratings during the year under review.

44. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge

products backed with dependable after sales services. Following the vision your Company is committed to creating and maximizing long-term value for shareholders.

45. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operation include global and domestic demand and supply conditions affecting selling prices of raw materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.

46. PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has formulated and adapted a coder for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

The Company is maintaining the Structural Digital Database (SDD) internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database in compliance with SEBI (PIT) Regulations, 2015.

47. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT ("BRSR")

The Business Responsibility & Sustainability Report ("BRSR") for the year under review was not applicable to the Company, as stipulated under SEBI (LODR) Regulations as the company was not falling among the mandatory top 1000 Listed companies in India based on the market capitalization therefore the same was not required to be given to this Annual Report of the Company.

48. OTHER DISCLOSURES

a. Particulars of employees:

The Statement of Disclosure of Remuneration under Section197 of the Companies Act, 2013 read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure-VI".

b. Status of Listing Fees:

The Shares of the Company are continued to be listed on the BSE Limited ("BSE"). Listing Fees till date have been duly paid to BSE, where Company''s shares are Listed.

c. Disclosure pursuant to Section 197(14) of the Companies Act, 2013 and rules made thereunder:

None of the Director of the Company was in receipt of any commission from the company, further none of the directors of the Company are in receipt of any remuneration and/or commission from any subsidiary Company.

d. Registrar and Share Transfer Agent:

M/s Purva Sharegistry India Private Limited, 1 Unit No. 9, Ground Floor, Shiv Shakti Ind. Estt, J. R. Boricha Marg, Lower Parel East, Mumbai -400011, Maharashtra, is the Registrar and Share Transfer Agent of the Company for the physical and Demat shares. The members are requested to contact directly for any requirements.

e. Research and Development and Quality Control:

The activities of R & D consist of improvement in the process of existing products, decrease of effluent load and to develop new products and by-products.

The management is committed to maintain the quality control and it is the strength of the Company. All raw material and finished products and materials at various stages of process pass through stringent quality check for the better result and product.

f. During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

i. issue of equity shares with differential voting rights as to dividend, voting or otherwise;

ii. issue of shares (including sweat equity shares) to employees of the Company under any scheme;

iii. raising of funds through preferential allotment or qualified institutional placement: No other instances occurred during the year under review, except as provided under the Point no. 27 of the Board report.

iv. instance of one-time settlement with any bank or financial institution.

49. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy https://ggautomotive.com/policies/ for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

50. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the pharmaceutical industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarization program for Independent Directors is posted on Company''s website at https://ggautomotive.com/policies/.

51. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from

time to time. The policies are available on the website of the Company at https://ggautomotive.com/policies/.

52. ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed greatly to achieving the goals set by your Company. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

Your Directors have great pleasure in presenting 50^th Annual Report along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

2. FINANCIAL OPERATIONS & STATE OF AFFAIRS OF THE COMPANY:

During the year, your Company has reported a total turnover of 95,28,20,246/- (Rupees Ninety Five Crore Twenty-Eight Lacs Twenty Thousand and Two Hundred Forty Six only). And the total expenditure incurred by the Company during the year under review amounted to Rs. 89,36,17,666/-(Rupees Eighty Nine Crore Thirty Six Lacs Seventeen Thousand Six Hundred & Sixty Six Only).Profit amounted to Rs. 4,43,20,219/- (Rupees Four Crore Forty Three Lacs Twenty Thousand Two Hundred & Nineteen Only).

As on date of this Annual Report Company has issued equity share of 7,13,833 to its Non-Promoter and 4,55,000 Shares to its Promoter Category via conversion of Warrants through which company raised Rs. 5,25,97,485/-.

Your Directors, constantly putting their efforts to develop new products for domestic and export, to improve revenue and profit of your company.

3. CHANGE IN THE NATURE OF THE BUSINESS

The company is engaged in the business of Manufacturing of Railway Gears & Pinions, Industrial Gear, and Industrial Gear Boxes etc. There has been no change in the business of the company during the financial year ended 31^st March, 2024.

4. FUTURE PROSPECTS OF THE COMPANY

To maintain our dominant presence in the Indian Railways and explore newer markets globally - with key areas being East Asia & the America. There have been numerous projects undertaken under the R&D wing of the company that should reach fruition in the near future and complement our pursuit of growth.

5. TRANSFER TO RESERVES:

There are no transfers to any specific reserves during the year.

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

1. During the period, the company has taken approval from Board of Directors on 08th September, 2023 & Shareholders'' approval in EGM dated 30th September, 2023 for:

a. Increased the Authorised Share Capital of the Company from existing Rs. 8,00,00,000 (Rupees Eight crore) divided into 80,00,000 (Eighty-Lakhs) Equity Shares of Rs.10/- each to Rs.10,00,00,000 (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/-each ranking paripassu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company

b. Issue and allotment of 4,15,000 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 60./-(including Premium of Rs. 50 per share) aggregating to Rs. 2,49,00,000 (Rupees Two-Crore Forty-Nine Lakhs only) to Promoter and to create, offer, issue and allot in one or more tranches up to 16,58,833 (Sixteen Lakhs Fifty-Eight Thousand Eight Hundred Thirty-Three) Share Warrants Convertible into Equivalent Equity Shares at a price of Rs. 60./-(including Premium of Rs. 50 per share) per Share Warrant, each convertible into One (1)Equity Share of face value of Rs. 10/-each aggregating to Rs. 9,95,29,980/- (Rupees Nine Crore Ninety-Five Lakhs Twenty-Nine Thousand Nine Hundred Eighty only) to group of person under Promoter and NonPromoter Category.

c. The amount raised and mentioned above consist of 100% of application money for 415000 (Four Lac Fifteen Thousand) Equity shares and 25% of 1658833 (Sixteen Lac Fifty Eight Thousand Eight Hundred & Thirty Three) Warrants allotted to allotees amounting to Rs. 4,97,82,495/- (Rupees Four Crore Ninety Seven Lac Eighty Two Thousand Four Hundred & Ninety Five only). The said amount was totally deployed and the entire amount was spent for the purpose mentioned in the offer document.

2. In-principle approval under Regulation 28(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been obtained for the above mentioned allotment of 415000 (Four Lac Fifty Thousand) Equity shares as on 25th October, 2023. Further Listing approval for the same has being obtained by BSE on 05th December, 2023 & Trading approval on 21st December, 2023.

3. The above results were reviewed by the Audit Committee and approved by the Board of Directors at their respective meeting held on 18th January 2024. The Statutory Auditors of the Company have carried out a Limited Review of the Results for these financial.

4. Company business activity falls within a Single primary business segment i.e. Manufacturing of Railway Gears.

7. DIVIDEND:

In view of conserving the resources, your company has not recommended any dividend for the year under review.

8. CASH FLOW STATEMENTS:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report.

9. CONSOLIDATED FINANCIAL STATEMENT:

The Company does not have any subsidiaries as on 31^stMarch,

2024 and hence not required to publish Consolidated Financial Statements.

10. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

11. NUMBER OF BOARD MEETINGS AND ITS COMMITTEES:

During the year under review, 7 (seven) Board Meeting were held as under:

12. COMMITTEES OF THE BORAD

The Company''s Board has the following committees:

1. Audit, Risk and Compliance Committee

2. Nomination and Remuneration Committee

3. Shareholders/Investors Grievance Committee (Stakeholders'' Relationship Committee)

The said committee consists of 3 (Three) Members out of which 2 (Two) members are Independent and 1 (one) is Promoter Director.

13. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISMA. Audit Committee comprises of following members:

The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors.

* The 2^nd Term of Mr. Pravin Kumar Shishodiya& Mr. Shailendra Ajmera has ceased as on 31^st March, 2024. However, Mr. Pravin Kuman Shishodiya is appointed in the capacity of Non-Executive Director.

* The Audit Committee reviewed company to raise capital of Rs. 3,56,07,495/- (Three Crores Fifty Six Lakh Seven Thousand Four Hundred and Ninety Five Only) in FY 2023-24 via issue of 4,15,000 (Four Lakh Fifteen Thousand) Equity Share Capital to Promoters and 7,13,833 (Seven Lakh Thirteen Thousand Eight Hundred and Thirty Three) Warrants at Rs. 60 each in which Rs. 10 (Ten) is face value and Rs. 50 (Fifty) is premium, being 25% of the amount received in FY 2023-24. The said money was deployed and used as per the terms of offer document, there is no deviation with the object for which the amount was raised and no money is pending to be spent.

B. Nomination and Remuneration Committee comprises of followingmembers:

* The 2^nd Term of Mr, Pravin Kumar Shishodiya & Mr, Shailendra Ajmera has ceased as on 31^st March, 2024. However, Mr, Pravin Kuman Shishodiya is appointed in the capacity of Non-Executive Director,

C. Stakeholders Relationship Committee comprises of following members:

* The 2^nd Term of Mr, Pravin Kumar Shishodiya & Mr, Shailendra Ajmera has ceased as on 31^st March, 2024, However, Mr, Pravin Kuman Shishodiya is appointed in the capacity of Non-Executive Director,

14. MEETING OF COMMITTEES OF BOARD

During the year there were in total 4 (Four) Audit Committee Meetings, 2 (Two) Nomination & Remuneration Committee and 1 (One) Stakeholders Relationship Committee were held,

15. INDUSTRIAL RELATIONS:

Your Company has always considered its workforce as its valuable asset and continues to invest in their excellence and development programs. Your Company has taken several initiatives for enhancing employee engagement and satisfaction.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Kennedy Ram Gaj''ra, Managing Director & CEO, Mr. Anmol Gajra, Whole time Director, Shri Manoj Sharma, CFO and Ms. Lata Narang as a Company Secretary of the Company are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(5l), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Mr. Kennedy Ram Gajra (DIN NO: 02092206) was re-appointed as the Managing Director of the Company, for the period of three years i.e. IstJuly 2024 to 30thJune 2027 on remuneration upto Rs.

168 Lakhs subject to members approval at this AGM. The remuneration of Anmol Gajra is proposed to be revised subject to approval of Shareholders w.e.f. 1^st October, 2024 upto Rs. 168 Lakhs.

The 2nd Term of Mr. Pravin Kumar Shishodiya & Mr. Shailendra Ajmera has ceased as on 31st March, 2024. However, Mr. Pravin Kuman Shishodiya is appointed in the capacity of Non-Executive Director to be approved in the ensuing General Meeting.

Disclosure Relating to Remuneration of Directors, Key Managerial Personnel and particulars of Employees:

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

The Managing Director & CEO of your Company does not receive remuneration from any of the subsidiaries of your Company.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure IV to this report.

17. LISTING OF SHARES:

The Equity Shares of the Company are listed on BSE Limited, Mumbai, The Company has paid the Listing Fees for the Financial Year 2023-24 and Financial Year 2024-25.

18. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure II and is attached to this Report, The copy of Draft Annual Report or MGT 7 form can be found on the official website of the Company,

19. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i) That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures,

ii) That the Directors 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 or Loss of the Company for that period,

iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

iv) That the Directors have prepared the Annual accounts on a going concern basis,

v) That 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.

vi) 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.

20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

21. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

22. POLICY ON DIRECTORS APPOINTMENT. REMUNERATION & BOARD PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman, who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. In the opinion of the Board, Independent Directors are of high integrity with relevant expertise and experience.

23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

1. The meetings of the Board of Directors of the Company are normally organized at manufacturing plant of the Company and every time, a visit is organized for the Directors, including Independent Directors along with a direct interaction with the heads of production processes to provide a brief idea to the Directors of the production processes and operations of the Company.

2. An elaborated note on business operations with regard to the operations and financial position of the Company as at the end of each quarter is circulated to the Board members with the Agenda of each Board Meeting and also presented at the meeting in the form of a power point presentation. The same is duly deliberated upon at the Meeting in presence of the Key Managerial Personnel who answer the queries of the Directors, if any arising out of such reports to the satisfaction of the Directors.

3. The Company strives towards updating the Directors of any amendments in laws, rules and

regulations as applicable on the Company through various presentations at the Board Meeting(s) in consultation with the Statutory Auditors, Internal Auditors and the Secretarial Auditors of the Company like wise the Companies Act, SEBI Laws, Listing Agreement and such other laws and regulations as maybe applicable.

4. The Company has framed Code of Conduct and Ethics and Code of Conduct for prevention of Insider Trading respectively which all the Directors need to comply with. The said code(s) of conduct are placed before the Board for review so as to familiarize the Directors withthe codes and ensure that the said code(s) are in conformity with the latest laws, rules and regulations.

Disclosure: This familiarization process is uploaded on the official website of the Company i.e https://ggautomotive.com/policies/

Review:

The familarisation process shall be reviewed at regular intervals to analyse if there is a need to amend the same as may be deemed necessary to keep the Directors of the Company informed of the operations of the Company vis-a-vis the latest developments visa-vis the laws and regulations as applicable on the Company for the time being in force.

24. ANNUAL EVALUATION BY THE BOARD

in compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.

25. STATUTORY AUDITORS:

m/s. S. N. Gadiya& Co. (Firm Registration No. 002052c) having Peer Review No.012731, is appointed as the Statutory Auditors of the Company for a period of Five (5) consecutive years to hold office from the conclusion of this Annual General Meeting till the conclusion of the 54th Annual General Meeting to be held in the year 2028.

26. SECRETARIAL AUDITORS

The Company has appointed M/s. HSPN & Associates LLP (formerly known as HS Associates), Practicing Company Secretaries, Mumbai, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2023-24 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company has appointed M/s. HSPN & Associates LLP (formerly known as HS Associates), Practicing Company Secretaries; to conduct the Secretarial Audit for the Financial Year 2023-24 and their Report on Company''s Secretarial Audit is appended to this Report as Annexure I.

Auditors observation:

1. Pursuant to Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 100% of the

Promoters Shareholding is not in Demat Mode and, 2,45,732 (Two Lacs Forty Five Thousand Seven Hundred & Thirty Two) Equity Shares of Rs. 10 each constituting 8.16% held by Promoters are yet to be dematerialized.

Directors Comments: The same is in process.

2. The 2nd (Second) term of Mr. Pravin Kumar Shishodiya-Independent Director & Mr. Shailendra Ajmera- Independent Director has ceased as on 31st March, 2024. However, no appointment in their place has filled due to which reconstitution of the committees are pending. Mr. Pravin Kuman Shishodiya is appointed in the capacity of Non-Executive Director and Mr. Shailendra Ajmera cease to be Director w.e.f.

31^st March, 2024.

Directors Comments: The same is in process.

28. COST AUDITORS

The provision of Cost Audit as per section 148 of Companies Act, 2013 and rule there under is not applicable to the company.

29. COMMENTS ON STATUTORY AUDITOR''S REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. S. N. Gadiya& Co. Statutory Auditors, in their report.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There are no Loans, Guarantees or Investment made by the Company under Section 186 of the Companies Act, 2013.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(i), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as-Annexure III.

All Related Party Transactions are presented to the Audit Committee and the Board. A statement of all related party transactions is presented beforethe Audit Committee specifying the nature, value and terms and conditions of the transactions.

32. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto marked Annexure IV and forms part of this report.

33. CREDIT RATING

The company has been rated by Infomerics Valuation and Rating Pvt. Ltd, accredited by Securities and Exchange Board of India (SEBl) and Reserve bank of India (rbi) for bank facility and SME. The company has been awarded with ''IVR BB ''for bank facility

34. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBl (Listing Obligation and Disclosure Requirements) Regulation, 2015, is annexed under Annexure VI to this report.

35. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANY''S:

The Company operates as a single entity with no subsidiaries or Joint Venture or Associate Companies as explained within the meaning of the Companies Act, 2013. Since the company has no Joint Venture or Associate companies the company is not required to give information in AOC-1 as required under Companies Act, 2013.

36. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013, the Company has appointed m/s Tanishq Tharani & Co. internal auditors for the year to 2024-25 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company''s policies and ensure statutory and other compliance through periodical checks and reviews.

37. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The requirement of transfer of unclaimed dividend to Investor Education and Protection Fund as per the provisions of Sec.125 (2) of the Companies Act, 2013, does not apply to the Company, for the year ended on March 31, 2023.

38. CORPORATE GOVERNANCE REPORT.

As per Schedule V Part C of Listing obligation and disclosure requirements, the provision of corporate governance is not applicable to the Company as the paid-up equity share capital of the company does not exceed 10 crores and net worth of the Company does not exceed 25 Crore as on last previous Financial Year.

39. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial Controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

41. PARTICULARS OF EMPLOYEES:

There are no employees in the Company, who if employed throughout the financial year, were in receipt of remuneration, whose particulars if so employed, are required to be included in the report of the Directors in accordance with the provisions of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

42. DETAILS OF MATERIAL AND SIGNIFICANT ORDER PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

43. CORPORATE SOCIAL RESPONSIBILITY

As per the regulatory requirement of Companies Act, 2013 and Rules framed there under, Corporate Social Responsibility is not applicable to the company. As such CSR Committee has not been formulated.

44. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risk followed by coordinated efforts to minimize, monitor, and mitigate the probability and/or impact of unfortunate events or o maximize the realization of opportunities. The company has laid down a comprehensive Risk assessment and minimization procedure which is reviewed by the Board from time to time. These procedure are reviewed to ensure that executive management controls risk through means of properly defined framework.

45. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been available on the Company''s website:

https://ggautomotive.com/policies/.No instance under the whistle Blower policy was reported during the financial year 2023-24.

46. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The company has complied with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013relating to the constitution of Internal Complaints Committee and other applicable provisions. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the employees of the Company.

47. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transaction guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the

Board and are updated based on the need and compliance as per the applicable laws and rules and amended from time to time. The policies are available on the official website of the Company at https://ggautomotive.com/policies/

47. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

No application has been made under Insolvency and Bankruptcy Code: hence requirement to disclose the details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable to the Company.

The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.

48. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the support which the Company has received from its shareholders, promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

The Members,

G. G. AUTOMOTIVE GEARS LIMITED

The Directors have great pleasure in presenting their 40th Annual Report along with the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March 2014.

FINANCIAL RESULTS

The financial Results are briefly indicated below:

Particulars 2013-2014 2012-2013 (Rs.) (Rs.)

Gross Sales and Other Income 25,96,96,960 30,21,55,703

Gross Profit 2,93,86,978 4,53,09,478

Less: Depreciation 2,00,97,518 1,96,99,380 and amortization expenses

Less: Extra-ordinary and exceptional items 5,000 8,97,555

Less: Provision for Taxation 31,70,573 57,38,084

Profit after Tax 61,13,887 1,89,74,459

Appropriations

General Reserves - -

Profit and Loss Account - -

Balance brought forward from previous year 4,25,44,882 2,35,70,423

Balance carried forward to Balance Sheet 4,86,58,769 4,25,44,882



FINANCIAL OPERATIONS

During the year your Company has reported a total turnover of Rs.25,96,96,960/- (Rupees Twenty Five Crores Ninety Six Lakhs Ninety Six Thousand Nine Hundred and Sixty Only). However the total expenditure incurred by the Company during the year under review amounted to Rs.25,04,07,500/- (Rupees Twenty Five Crores Four Lakhs Seven Thousand Five Hundred Only).

During the year, due to sluggish and adverse market trend your Company has reported a reduced amount of net profit of Rs. 61,13,887/- (Rupees Sixty One Lakhs Thirteen Thousand Eight Hundred and Eighty Seven Only) as compared to net profit of Rs. 1,89,74,459/- (Rupees One Crore Eighty Nine Lakhs Seventy Four Thousand Four Hundred and Fifty Nine) in previous year.

DIVIDEND

Your Directors do not recommend dividend for the year 31st March, 2014 with a view to conserve the resource.

DEPOSITS

The Company has not accepted any deposits from public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules made there under during the year under review.

DIRECTORS

During the year Mr. Kennedy Gajra, Director, retiring by rotation as per the provisions of Articles of Association of the Company at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

SUBSIDIARIES

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 do not apply to the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms:

I. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. That the Directors 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 the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. That the Directors have prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Board is pleased to inform that the Company has complied with the mandatory requirements of the Corporate Governance as detailed in Clause 49 of the Listing Agreement.

A separate statement on Management Discussion and Analysis and Corporate Governance is enclosed as a part of the Annual Report along with the certificate of the Statutory Auditors, Shah Gandhi & Company, Chartered Accountants confirming compliance of the code of Corporate Governance.

AUDITORS

M/s. Shah Gandhi & Co., Chartered Accountants, the Auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors for the current financial year and to fix their remuneration.

AUDITORS'' REPORT

The notes to Auditors Report are self explanatory and hence no explanation is required from the Board as such.

COST AUDITORS.

In accordance with the order received from the Central Government, the Company has appointed M/s Mihir Turakhia & Associates, Cost Accountants, as Cost Auditors for the financial year ending March 31, 2014.

SECRETARIAL AUDIT.

In pursuance of section 204 of the Companies Act, 2013, the Company has appointed M/s. HS Associates, Company Secretaries for auditing the secretarial and related records of the Company.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION & FOREIGN EXCHANGE

Statement giving the particulars relating to conservation of energy, technology absorption & foreign exchange earnings & outgo, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is attached as Annexure A.

PARTICULARS OF EMPLOYEES

There are no employees in the Company, who if employed throughout the financial year, were in receipt of remuneration, whose particulars if so employed, are required to be included in the report of the Directors in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules 2011.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the assistance and continued co-operation extended by Banks, Government authorities, clients, and suppliers. The Directors are pleased to record their sincere appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledges their contribution towards sustained progress and performance of your Company.

By Order of the Board For, G.G. AUTOMOTIVE GEARS LIMITED,

Ram S Gajra (02092248) Chairman and Managing Director Place: Mumbai. Date: 25th July, 2014.

To, The Members of G. G. AUTOMOTIVE GEARS LIMITED The Directors have great pleasure in presenting their 39th Annual Report along with the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March 2013. FINANCIAL RESULTS The financial Results are briefly indicated below: (Amount in Rs.) PARTIULARS YEAR ENDED 2012-2013 2011-2012 Gross Sales and Other Income 30,21,55,703 30,31,64,312 Gross Profit 4.53.09.478 4.97.54.819 Less: Depreciation 1,96,99,380 1,71,86,262 Profit before extra-ordinary and exceptional items 25,61,00,98 3,25,68,557 Less: Extraordinary and exceptional items 8,97,555 21,77,517 Less: Provision for Taxation 57,38,084 1,15,17,163 Profit after Tax 1,89,74,459 1,88,73,877 Appropriations General Reserves - - Profit and Loss Account - - Balance brought forward from previous year 2,35,70,423 46,96,546 Balance carried forward to Balance Sheet 4,25,44,882 2,35,70,423 FINANCIAL OPERATIONS Your Company has earned a total income of Rs.30,21,55,703/- (Rupees Thirty Crores Twenty One Lakhs Fifty Five Thousand Seven Hundred and Three). However the total expenditure incurred by the Company during the year under review amounted to Rs.27,65,45,605/- (Rupees Twenty Seven Crores Sixty Five Lakhs Forty Five Thousand Six Hundred and Five). Your Company has posted a net profit of Rs. 1,89,74,459/- (Rupees One Crore Eighty Nine Lakhs Seventy Four Thousand Four Hundred and Fifty Nine) during the year under review as compared to Profit incurred of Rs.1,88,73,877/- (Rupees One Core Eighty Eight Lakhs Seventy Three Thousand Eight Hundred Seventy Seven) DIVIDEND Your directors are ploughing back profit in order to conserve the resources hence no dividend is recommended for the current year. DEPOSITS The Company has not accepted any deposits from public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules made there under during the year under review. DIRECTORS During the year Mr. Shailendra Ajmera, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. SUBSIDIARIES Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 do not apply to the Company. DIRECTOR'S RESPONSIBILITY STATEMENT As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms: I. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; II. That the Directors 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 the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; IV. That the Directors have prepared the Annual accounts on a going concern basis. CORPORATE GOVERNANCE The Board is pleased to inform that the Company has complied with the mandatory requirements of the Corporate .Governance as detailed in Clause 49 of the Listing Agreement. A separate statement on Management Discussion and Analysis and Corporate Governance is enclosed as a part of the Annual Report along with the certificate of the Statutory Auditors, Kamlesh B. Mehta & Company, Chartered Accountants confirming compliance of the code of Corporate Governance. AUDITORS M/s. Kamlesh B. Mehta & Co., Chartered Accountants, Mumbai, Statutory Auditors of your company hold office until the conclusion of the forthcoming Annual General Meeting and have signified his willingness to be re-appointed and have further confirmed that his appointment if made shall be within the limits specified under Section 224 (1B) of the Companies Act, 1956. AUDITORS' REPORT The notes to Auditors Reports are self explanatory and hence no explanation is required from the Board as such. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION & FOREIGN EXCHANGE Statement giving the particulars relating to conservation of energy, technology absorption & foreign exchange earnings & outgo, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is attached as Annexure A. PARTICULARS OF EMPLOYEES There are no employees in the Company, who if employed through out the financial year, were in receipt of remuneration, whose particulars if so employed, are required to be included in the report of the Directors in accordance with the provisions of section 21 7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules 2011. ACKNOWLDEGEMENTS Your Directors take this opportunity to express their gratitude for the assistance and continued cooperation extended by Banks, Government authorities, clients, and suppliers. The Directors are pleased to record their sincere appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledges their contribution towards sustained progress and performance of your Company. By Order of the Board For G. G. AUTOMOTIVE GEARS LIMITED Sd/- RAM GAJRA (CHAIRMAN) DATE: 16-05-2013 PLACE: MUMBAI