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Company Information

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GANGA FORGING LTD.

12 February 2026 | 11:33

Industry >> Forgings

Select Another Company

ISIN No INE691Z01023 BSE Code / NSE Code / Book Value (Rs.) 2.15 Face Value 1.00
Bookclosure 14/09/2021 52Week High 7 EPS 0.05 P/E 71.81
Market Cap. 43.95 Cr. 52Week Low 3 P/BV / Div Yield (%) 1.52 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your directors are pleased to present their 37th Annual Report for the financial year ended on 31st
March, 2025.

FINANCIAL RESULTS:

The financial performance of the company on a standalone basis for the Financial Year ended on 31st
March, 2025, as compared with the previous year is summarized as below:

Sr. No.

Particulars

2024-25

2023-24

1

Revenue from Operation

43,21,94,394

37,21,24,018

2

Other Income

22,92,483

9,30,198

3

Total Revenue (1 2)

43,44,86,877

37,30,54,216

4

Cost of Materials consumed

33,01,56,254

26,55,58,490

5

(Increase)/decrease in inventory

(4,12,35,554)

(2,59,43,083)

6

Employees Benefits Expense

1,82,25,700

2,00,01,026

7

Depreciation & Amortization Exp.

1,07,36,842

99,68,863

8

Finance Cost

96,29,955

85,07,336

9

Other Expenses

10,24,74,604

8,75,36,988

10

Profit/(Loss) Before Exceptional items and
Tax

44,99,074

74,24,593

11

Exceptional items

(41,55,437)

(1,16,948)

12

Profit Before Tax

86,54,511

75,41,541

13

Current Tax

16,33,004

0

14

Deferred Tax

8,90,913

31,07,476

15

Profit / (Loss) After Tax (PAT)

61,30,594

44,34,065

16

Other Comprehensive income

Items that will not be reclassified to
statement of Profit and Loss

4,55,827

37,371

17

Total Comprehensive income for the year,
net of tax

65,86,422

44,71,436

PERFORMANCE OF THE COMPANY:

During the reporting year, the company has recorded Revenue of Rs. 43,21,94,394/- as compared to
Rs. 37,21,24,018/ - during the previous financial year 2023-24. The revenue of the company has been
increased by more than 15 percent as compared to previous financial year. Further, the Profit after
Tax (PAT) of the company for the reporting year is Rs. 61,30,594/- as compared to Rs. 44,34,065/- in
the previous year. Hence, the profit after tax of the company also increased by more than 30 percent
as compared to previous year. Due to gain on sale of assets of Rs. 41,55,437/- profit of the company
has been exceptionally increased for the reporting year. The management of the company is
optimistic for future growth and better performance of the company.

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

Detailed description on state of Company's affairs, Future Outlook, Opportunities, threats, etc. has
been provided in Management Discussion and Analysis (MDA) report. Pursuant to Regulation 34 of
the SEBI Listing Regulations, Management Discussion and Analysis report for the year under
review forming part of this Annual Report.

FINANCIAL STATEMENT:

In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as 'Listing Regulations') and Section 136 of the Companies
Act, 2013 and also read with Ministry of Corporate Affairs (MCA) General Circular dated 19th
September, 2024 vide Circular No. 09/2024 and Circular issued by the Securities and Exchange
Board of India (SEBI) dated 03rd October, 2024 vide SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133,
soft copy of Annual Report of the company for the financial year 2024-25 along with all its
annexures is being sent only through email, to all those shareholders who have registered their
email address with the company or depository. Further, in accordance with Regulation 36(1)(b) of
the Listing Regulations, the Company has also sent a letter to Shareholders whose e-mail addresses
are not registered with Company/DPs providing the weblink from where the Annual Report can be
accessed on the Company's website.

Full copy of Annual Report for the F.Y. 2024-25 is also available for inspection at the registered office
of the Company during working hours up to the date of ensuing Annual general meeting (AGM). It
is also available at the Company's website

https://www.gangaforging.com/InvestorsRelation/AnnualReports and also available on the

website of the Stock Exchange www.nseindia.com under corporate announcement section.

DECLARATION OF DIVIDEND AND TRANSFER OF AMOUNT TO RESERVES:

With a view to plough back profits and in order to conserve resources for operational purposes,
Directors do not recommend any dividend.

Moreover, no amount has been transferred to general reserves in the financial year 2024-25.
CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the year under report.

Details of significant changes in the nature of business carried on by its Subsidiaries - Not
Applicable

Other description on state of Company's Affairs:

Change in the F Y: - Not Applicable

Capital Expenditure Programs; - Not Applicable

Details and status of Acquisition, Merger, expansion, Modernization and Diversification. - Not
Applicable

Developments, Acquisition and/ or Assignment of material: - Not Applicable
Intellectual Property Rights; - Not Applicable

SHARE CAPITAL:

The paid-up share capital of the company as on 31st March, 2025 was Rs. 13,48,02,230 (Rupees
Thirteen Crore Forty-Eight Lacs Two Thousand Two Hundred and Thirty Only) divided into
13,48,02,230 (Thirteen Crore Forty-Eight Lacs Two Thousand Two Hundred and Thirty) Equity
Share of Re. 1/- (Rupee One Only) each.

During the reporting period, pursuant to conversion of 6,25,000 Warrants into Equity Shares, the
company had allotted 6,25,000 fully paid-up Equity Shares of the company and thereby paid-up
capital of the company was increased from 13,41,77,230 to 13,48,02,230.

Further, during the year under report the Company has not issued any share with differential
voting rights nor granted stock options or sweat equity.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT:

The company had raised Rs. 24,37,500/- towards balance payment (remaining 75% of the issue price
i.e. Rs. 3.90/-) on conversion of 6,25,000 Warrants into equity shares.

The Company has utilized such fund for the objects for which fund has been raised and there is no
deviation on utilization of such fund. Further, the company had refunded excess amount Rs.
3,60,000 received from the applicant for conversion of warrants into equity shares.

FORFEITURE OF APPLICATION MONEY OF WARRANTS ON COMPLETION OF TENURE
OF 18 MONTHS:

On completion of tenure of 18 months of Warrants allotted in the F.Y. 2023-24, 2,04,12,180 warrants
were not converted and hence application money and other money amounting to Rs. 2,75,35,834/-
received on such warrants had been forfeited and the said warrants had been extinguished.
Therefore, no warrants are outstanding for conversion as on 31.03.2025. Further, in Secretarial Audit
Report auditor has also given her remarks on forfeiture of amount received on share warrants and
disclosure submitted to the Stock exchange in this regard.

EXTRACT OF ANNUAL RETURN:

In terms of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the copy of Annual
Return for the Financial Year 2024-25 is placed on the website of the Company at the link
https:// www.gangaforging.com/investorsrelation/annualreports

BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:

During the year under review, 11 (Eleven) number of Board meetings were held on 20/04/2024,
22/04/2024, 29/05/2024, 03/08/2024, 30/08/2024, 20/09/2024, 01/10/2024, 29/10/2024,

06/02/2025, 14/02/2025 and 14/03/2025 and requisite quorum were present at the said meetings.
Detailed information about attendance of Board Meeting by each director is provided in the
Corporate Governance report forming part of this annual report.

Further, pursuant to the provision of Schedule IV of the Companies Act, 2013 and Reg. 25 of the
SEBI Listing Regulations, meeting of the Independent Directors of the company was held on 14th
February, 2025 for the followings:

• to review the performance of Non-Independent Directors and the Board as a whole;

• to review the performance of the Chairperson of the Company, taking into account the views of
executive directors and non-executive directors; and

• assess the quality, quantity and timeliness of flow of information between the company
management and the Board that is necessary for the Board to effectively and reasonable
perform their duties.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

The Company has received declaration under Section 149 (7) of the Companies Act, 2013 from all
Independent Directors, that they meet criteria of independence as laid down in Section 149 (6) of the
Companies Act, 2013. also confirmed that all independent directors are registered in the
independent director's databank maintained by Indian Institute of Corporate Affairs as per rule 6 of
Companies (Appointment and Qualifications of Directors) Rules, 2014.

BOARD'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, with respect to the
Directors' Responsibility Statement, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been
followed and there are no material departures from the same;

b) 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 year;

c) the directors had taken proper and sufficient care to the best of their knowledge and ability 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;

d) The directors had prepared annual accounts on a going concern basis;

e) Directors have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws, rules, regulations and such systems were adequate and operating effectively;

The Board is of the opinion that the Company's internal financial controls were adequate and
effective during the FY 2024-25. The Statutory Auditor's of the company also provided same opinion
on internal financial controls over financial reporting of the Company.

RELATED PARTY TRANSACTIONS:

During the year under report, the Company has entered into transactions with related parties for the
purchase of materials, sale of goods, for job work and sale of immovable property of the company.
The said transactions were carried on at arm's length price and in the ordinary course of business
except sale of immovable property. The information on transactions with related parties pursuant to
section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in
Form AOC-2 and attached to this report as
"Annexure I".

STATUTORY AUDITOR AND AUDITOR'S REPORT:

In the Annual General Meeting (AGM) of the company held on 30 th September, 2024, Shareholders
had approved appointment of
M. N. Manvar & Co. Chartered Accountants [FRN: 106047W],
Rajkot
as the statutory auditor of the company for a term of 5 years, to hold office from the
conclusion of that AGM till the conclusion of AGM to be held in the year 2029 (for the financial year
2028-29).

The Auditor's Report along with financial statements and all its annexures forming part thereof for
the financial year ended March 31, 2025 forms part of this Annual Report and same does not contain
any qualification, reservation or adverse remark. Observation made by the auditor in the Audit
Report and reply of the said observations by the board is as given below:

Audit Observations & reply of the Board:

a) The company is not maintaining proper records showing full particulars of intangible assets and
details such as cost, useful life and amortization have not been recorded

Reply: The company is having only one intangible asset i.e. Trademark. The Board shall take
due care for maintaining the proper records showing full particulars of intangible assets.

b) The company has not maintained Fixed Asset Register and Payroll in the software, which has a
feature of recording audit trail, as required under Rule 3(1) of the Companies (Accounts) Rules,
2014.

Reply: The Board would like to clarify that the company is maintaining the Fixed Asset Register
and Payroll in Excel format. The Board shall take due care for maintaining the Assets Register
and payroll in the software as per the provisions of the Act.

c) Undisputed payment of Tax Dedusted at Source (TDS) of Rs. 17,66,060/- as per TRACES portal
outstanding as at 31st March, 2025 for a period of more than six months from the date it becomes
payable.

Reply: During the reporting period, the company had deducted TDS as per the applicable rates
for the specified payment and also the same had been paid to the government regularly.
However, due to inoperative PAN of the many deductee's as per higher rate of TDS, TRACES
portal showing outstanding TDS payment of Rs. 17,66,060/-. The board of directors will adjust
and arrange to pay the said liability at the earliest.

Further, there have been no instances of fraud reported by the Auditors under Section 143(12) of the
Companies Act, 2013.

SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules framed thereunder,
the Board has appointed CS Purvi Dave, Partner, MJP Associates, Practicing Company Secretaries,
Rajkot as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for the FY
2024-25.

Further, as per the recent amendments in the SEBI Listing Regulations read with section 204 of the
Act and rules made thereunder, in the Board Meeting held on 30 th May, 2025 the Board of Directors
has recommended the appointment of MJP Associates, Practicing Company Secretaries [Firm
Registration No. 2001GJ007900], Rajkot, as Secretarial Auditor of the Company to hold office of a
term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30
subject to approval of shareholders in the Annual General Meeting.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the
Financial Year ended on March 31, 2025 is attached to the Director's Report as
"Annexure II". In
Secretarial Audit Report no any qualification or observation made by the auditor.

DISCLOSURES UNDER RULE 8/8A OF COMPANIES ACCOUNTS RULES 2014:

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

Your company is increasingly using information technology in its operations and promotes
conservation of energy and resources.

Further, the Company is already developing solar project on open land for generation of electricity
for its factory usage. It is one of the most significant steps towards conservation of energy and use of
renewable energy. In this regard, the Company has also obtained approval and registration from the
Gujarat Energy Development Agency (GEDA) and Paschim Gujarat Vij Nigam Limited (PGVCL) in
the month of October, 2024, for open access solar project and thereby generation of electricity for its
factory usage.

Company has purchased all its machineries installed at factory of latest technology for higher
quality and better performance in view of technology absorption in the Company.

Moreover, the Company has reported Foreign Exchange Earnings and Expenses made as under:

Particulars

2024-25

2023-24

Foreign Exchange Earnings

1,24,75,560

2,04,67,515

Foreign Exchange Outgo

Nil

Nil

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:

During the year under report, the Company has not granted any loan or provided any guarantee or
made any investment exceeding the limits as specified in Section 186 (2) of the Companies Act, 2013.
Hence, no approval from the shareholders in this regard was required.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Ganga Forging Limited does not fall in any of the criteria mentioned in terms of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014,
and hence, it is not required mandatorily to carry out any CSR activities or constitute any
Committees under provisions of Section 135 of the Act.

However, Ganga Forging Limited is committed to operate and grow its business in a socially
responsible way.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and
employees to report their genuine concerns has been established, in order to ensure that the
activities of the company and its employees are conducted in a fair and transparent manner by
adoption of highest standards of professionalism, honesty and integrity and ethical behavior.

The Company has established a vigil mechanism through which Directors, employees and business
associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of
Company's code of conduct without fear of reprisal. The Company has set up a Direct Touch
initiative, under which all Directors, employees, business associates have direct access to the
Chairman of the Audit committee, and also to a member of the committee for this purpose.

The Company ensures that genuine Whistle Blowers are provided complete protection from any
kind of unfair treatment or victimization. The Whistle Blower Policy has also been uploaded on the
website of the company at

http:/ / www.gangaforging.com/investorsrelation/policiesandcodeofconduct

RISK MANAGEMENT:

The Company is not under the purview for constituting Risk management committee under the
provisions of Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015. However, the Board periodically reviews the operations of the Company and
identifies the risk / potential risk, if any to the Company and implement the necessary course of
action(s) to mitigate the predicted risk, which the Board deems fit in the best interest of the
Company.

CORPORATE GOVERNANCE:

As per Regulation 15(2) read with regulation 34 (3) and Schedule V of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 the Corporate Governance Report along with the
Certificate thereon from MJP Associates, Practicing Company Secretaries form part of the Board
Report as
"Annexure-III".

DETAILS OF BOARD OF DIRECTORS:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and rules
made thereunder, one-third of such number of the Directors as are liable to retire by rotation, shall
retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently,
Mr. Hiralal M. Tilva, Chairman & Managing Director [DIN: 00022539] will retire by rotation at the
ensuing AGM, and being eligible, offer himself for re-appointment in accordance with provisions of
the Companies Act, 2013. The Board of Directors recommend their re-appointment for approval of
members at the ensuing AGM and resolution seeking approval for his re-appointment is provided
in the Notice.

As on 31st March, 2025, the Board of Directors comprised of the following Directors:

Sr. No.

ame

Designation

Director
Identification
Number (DIN)

Date of
Appointment

Date of
Cessation

1.

Hiralal Mahidas Tilva

Managing

Director

00022539

02/04/2018

-

2.

Rakesh Chhaganlal
Patel

Managing

Director

00510990

10/03/2016

-

3.

Sheetal Sanjivkumar
Chaniara

Whole time
Director

07528297

01/09/2017

-

4.

Parulben Rakeshbhai
Patel

Whole time
Director

07528313

01/09/2017

-

5.

Jasubhai Khimjibhai
Patel

Independent

Director

01006449

21/04/2018

-

6.

Rameshbhai

Gordhanbhai

Dhingani

Independent

Director

07946841

01/03/2018

7.

Sagar Ramniklal
Govani

Independent

Director

09185913

04/06/2021

-

8.

Nayankumar
Karshanbhai Virparia

Independent

Director

03297965

12/03/2022

-

9.

Nishith Trivedi

Independent

Director

10332082

26/09/2023

26/04/2025

After the end of financial year but before the date of signing of this report, Mr. Nishith Trivedi [DIN:
10332082] had resigned as non-executive & independent director of the company w.e.f 26th April,
2025. Further, Board of Directors had taken noting of his resignation in the Board Meeting held on
16th May, 2025.

The Company does not pay any remuneration to its Non-Executive Directors. Further, the Company
had made payment of remuneration to its Executive Directors in terms of Section 196 & 197 of the
Companies Act, 2013, read with Schedule V to the Act. No commission was paid to any of the
Directors during the year under Report.

COMMITTEES OF BOARD OF DIRECTORS:

As per provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Company has established and constituted three committees viz.
Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship
Committee as a part of better corporate governance practice. Composition of such committees also
available on the website of the company at

https:// www.gangaforging.com/investorrelation/composition committee

1. AUDIT COMMITTEE:

The detailed description related to composition of Audit Committee, committee meeting held
during the reporting period and attendance of each committee members are included in the
Corporate Governance Report, which is a part of this report.

2. NOMINATION AND REMUNERATION COMMITTEE:

The detailed description related to composition of Nomination and Remuneration Committee,
committee meeting held during the reporting period and attendance of each committee
members are included in the Corporate Governance Report, which is a part of this report.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The detailed description related to composition of Stakeholder Relationship Committee,
committee meeting held during the reporting period and attendance of committee members are
included in the Corporate Governance Report, which is a part of this report.

CORPORATE POLICIES:

We always believe to promote and pursue the high level of ethical standards in all our business
transactions guided by our value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, mandates the formulation of certain policies for all
listed companies.

Key policies that have been adopted are as follows:

Name of the policy

*Web Link

Policy on Board Diversity

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

deConduct

Code of conduct for Director
and Senior Management

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

deConduct

Corporate Social Responsibility
Policy

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

deConduct

Dividend Distribution Policy

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

deConduct

Evaluation Policy

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

deConduct

Policy on Determination of
Materiality of Events

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

deConduct

Policy On Material Subsidiaries
and Governance of Subsidiaries

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

deConduct

Policy for Insider Trading

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

deConduct

Policy On Preservation of
Documents

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

deConduct

Policy on prevention of Sexual
Harassment at work place

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

deConduct

Related Party Transactions
Policy

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

deConduct

Webarchival Policy

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

deConduct

Whistle Blower Policy

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

deConduct

Familiarization Programme of
Independent Director

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

deConduct

Nomination and Remuneration

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

Policy

deConduct

Terms and conditions of

https://www.gangaforging.com/InvestorsRelation/PoliciesCo

Appointment of Independent

deConduct

Director

*URL for all the above-mentioned policies is having common web link.

Further, Corporate Social Responsibility Policy, Dividend Distribution Policy and Policy on Material
Subsidiaries and Governance of Subsidiaries is not applicable to the Company but it has been
adopted voluntarily.

KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:

1. Shri. Hiralal M. Tilva, Chairman and Managing Director

2. Mr. Rakesh Patel, Managing Director

3. Mrs. Sheetal S. Chaniara, Whole time Director

4. Mrs. Parulben R. Patel, Whole time Director

5. Ms. Drashti Vaghasiya, Company Secretary and Compliance Officer

6. Mrs. Avni Dadhaniya, Chief Financial Officer (CFO)

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 8.5 Lacs per month
or 1.02 crore per annum, as prescribed in Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Rules made
thereunder, performance evaluation of executive directors was carried out by Independent Directors
and in the same manner performance evaluation of Independent Directors was carried out by the
executive directors of the company. The evaluation process mainly includes evaluation of
experience and expertise, performance of specific duties and obligations etc. were carried out. The
Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including Chairman) was evaluated by
the independent directors at the separate meeting of the Independent Directors of the Company.

COST RECORDS AND AUDIT:

As per Section 148(1) of the Companies Act, 2013, the company is required to maintain Cost Records
in respect of its product for the F.Y. 2024-25. Therefore, for the preparation of that cost records the
company had appointed Tadhani & Co. Cost Accountants, Rajkot in the Board meeting held on 20th
September, 2024. The prescribed Accounts and records have been maintained by the company.
However, requirement of cost audit is not applicable to the company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards including amendments
thereof in the Financial Year 2024-25 as issued by the Institute of Company Secretaries of India
(ICSI).

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on
prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH Act) and the Rules made thereunder. There are very few women employed in the company
and all that are covered under this Policy.

The Company also has in place a policy on "Prevention of Sexual Harassment at work place" and
the same is also available on the website of the company at
https:// www.gangaforging.com/investorrelation/policies
andcodeofconduct.

To redress the complaints received regarding sexual harassment, internal complaints committee is
in place. The following is a summary of sexual harassment complaints received and disposed off
during the year:

• No. of complaints received: Nil

• No. of complaints disposed off : NA

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015, Management Discussion and Analysis report has been separately
furnished in the Annual Report and forms part of the Board of Directors Report as "
Annexure- IV".

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF
THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2023-24:

The information required pursuant to provision of Section 197(12) read with rule 5(1)(i) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
ratio of remuneration of each director to the median remuneration of the employee of the company
for the F.Y. 2024-25 forms part of this report as
"Annexure - V".

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The company has in all material respects, an adequate internal financial control system over
financial reporting and such internal financial controls over financial reporting is operating
effectively. The Company is well equipped with internal financial control system. The Company has
continuous monitoring mechanism which enables the organization to maintain the same standards
of the control systems and help them in managing defaults, if any, on timely basis because of strong
reporting mechanisms followed by the Company. Our statutory auditor as well as Internal Auditor
of the company have also provided their opinion on adequacy of internal financial control system in
their audit report.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, pursuant to the provisions of section 125(2) of the Companies Act,
2013, the company was not required to transfer any amount to the Investor Education and
Protection Fund (IEPF) established by Central Government of India.

TRANSFER OF AMOUNT TO INVESTOR PROTECTION AND EDUCATION FUND (IPEF):

During the reporting period, pursuant to Clause 12 to Schedule B of the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015 read with SEBI Circular vide
reference no. SEBI/HO/ISD/ISD/CIR/P/2020/135 dated 23rd July, 2020 the Company has
transferred Rs. 50,000 to IPEF account, collected from the Designated Person for contravention of
Code of Conduct.

NAME CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT:

Since Initial Public Offer (IPO) in the year 2018, Link Intime India Private Limited is Registrar and
Share Transfer Agent (RTA) of the Company. There is no change in RTA but the name of the RTA
has been changed from Link Intime India Private Limited to MUFG Intime India Private Limited
w.e.f 31.12.2024.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31st March, 2025, the Company doesn't have any Subsidiary, Joint Venture or Associate
Companies.

OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES
ACT, 2013 AND RULES MADE THEREUNDER:

1. There have been no material changes/commitments affecting the financial position of the
company which have occurred between the end of the financial year to which the financial
statements relate and the date on report;

2. During the year under review your company has not accepted the deposit from the public
under section 73 to 76 of the Companies Act, 2013 and the rules made thereunder;

3. No significant or material orders were passed by the Regulators or courts or tribunals which
impact the going concern status and company's operations in future.

4. The Company has filed an application in the 09th LD. Additional Chief Judicial Magistrate at
Bandra Mumbai against the State of Maharashtra in the matter of freezing of Bank Account of
the Company vide F.I.R. bearing no. 842 of 2024. As on date of this report, the said matter is
pending for passing of order.

5. As the Company does not have any woman employee except in the Board of Directors, the
disclosures to be made under the Maternity Benefit Act 1961, are not applicable during the
reporting period.

6. The Company has not issued any shares to any employee, under any specific scheme, and
hence, disclosures under Section 67(3) are not required to be made.

7. Number of employees as on the closure of financial year (Female :4 (all are Key Managerial
Personnel), Male:47, Transgender: Nil): Not Applicable

8. There have been no instances of any revision in the Board's Report or the financial statement;
hence disclosure under Section 131(1) of the Act is not required.

9. The Company has not paid any commission to any of its Directors and hence, provision of
disclosure of commission paid to any Director as mentioned in Section 197(14) is not required to
disclose.

10. The Company has not issued (a) any shares with differential voting rights (b) Sweat Equity
shares (c) shares under any Employee stock option scheme; hence no disclosures are required to
be made as per the Companies (Share Capital and Debentures) Rules, 2014.

11. There are no application made under the Insolvency and Bankruptcy Code, 2016, during the
year under Report, and therefore no such details are required to be given.

12. There are no instances of any One Time Settlement with any Bank, and therefore, details of
difference between the 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, are not required to be
given.

ACKNOWLEDGEMENT:

Your Board of Directors put on record their whole hearted gratitude to bankers, employees of the

Company and other stakeholders for their sincere co-operation and efforts towards the Company.

Date: 29th August, 2025 By Order of the Board of Directors

For, Ganga Forging Limited

Place: Sadak Pipaliya

Sd/-

(Hiralal M. Tilva)

Chairman & Managing Director
[DIN: 00022539]