Ganga Forging Ltd

To,

The Members,

Ganga Forging Limited,

Your Directors are pleased to present their 36^th Annual Report for the financial year ended on 31st March, 2024.

The financial performance of the company on a standalone basis for the Financial Year ended on 31^st March, 2024, as compared with the previous year is summarized as below:

(Amt. in Rs.)

During the reporting period, the company has earned Revenue of Rs. 37,21,24,018/- as compared to Rs. 33,40,96,143/- during the previous financial year 2022-23. Hence, the revenue of the company has been increased by more than 10 percent as compared to previous fiscal. Further, the Profit after Tax (PAT) of the company for the reporting year is Rs. 44,34,065/- whereas it was Rs. 1,65,70,614/- in the previous fiscal. The reason for decrease in Profit of the company is due to Deferred Tax Liability during the reporting period as compared to deferred tax asset during the previous fiscal. Your management is optimistic about the growth of the company in the years to come.

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 Listing Regulations, Management Discussion and Analysis report for the year under review forming part of this Annual Report.

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 read with Rule 10 of the Companies (Accounts) Rules, 2014 and also read with Ministry of Corporate Affairs (MCA) General Circular dated 25^th September, 2023 vide Circular No. 09/2023 and Circular issued by the Securities and Exchange Board of India (SEBI) dated 07^th October, 2023 vide SEBI/HO/ CFD/ CFD-PoD-2/P/ CIR/2023/167, soft copy of Annual Report of the company for the financial year 2023-24 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, the Annual Report for the F.Y. 2023-24 will also be 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.

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 2023-24. CHANGE IN NATURE OF BUSINESS:

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

The paid-up share capital of the company as on 31^st March, 2024 was Rs. 13,41,77,230 (Rupees Thirteen Crore Forty-One Lacs Seventy-Seven Thousand Two Hundred and Thirty Only) divided into 13,41,77,230 (Thirteen Crore Forty-One Lacs Seventy-Seven Thousand Two Hundred and Thirty) Equity Share of Re. 1/- (Rupee One Only) each.

During the reporting period following changes had been made in the capital structure of the Company:

1. Authorized Share Capital of the Company had been increased from Rs. 12,00,00,000/- (Rupees Twelve Crores Only) to Rs. 18,00,00,000/- (Rupees Eighteen Crores Only) divided into 18,00,00,000 Equity Shares of Re. 1/- each.

2. Allotted 4,92,50,000 warrants each convertible into or exchangeable for 1 (one) fully paid-up equity share of the Company having face value of Re. 1/- (Rupee One Only) ("Equity Share") at a price of Rs. 5.20/- (Five Rupees and Twenty Paisa Only).

3. Converted 2,82,12,820 Warrants into fully paid-up Equity Shares of the Company.

Furthermore, after the end of financial year but before the date of signing of this report another 6,25,000 Warrants converted into equity shares and thereby total paid-up equity share capital of the company increased from Rs. 13,41,77,230 to Rs. 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.

During the year, the Company made preferential allotment of 4,92,50,000 Convertible Warrants at a price of Rs. 5.20 each, on payment of Rs. 1.30 (25% of the issue price i.e. 25% of Rs. 5.20/-) per Warrant on application and balance amount to be paid within 18 Months from the date of allotment of Convertible Warrants. Therefore, the company has raised Rs. 6,40,25,000/- on allotment of Warrants.

Further, the company raised Rs. 11,00,29,998/- towards balance payment (remaining 75% of the issue price i.e. Rs. 3.90/ -) on conversion of 2,82,12,820 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.

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 2023-24 is placed on the website of the Company at the link https://www.gangaforging.com/investorsrelation/annualreports

During the year under review, 20 (Twenty) number of Board meetings were held on 30/05/2023, 06/06/2023, 22/06/2023, 07/07/2023, 01/08/2023, 08/08/2023, 10/08/2023, 01/09/2023,

26/09/2023, 14/10/2023, 27/10/2023, 17/11/2023, 22/11/2023, 04/12/2023, 26/12/2023,

23/01/2024, 01/02/2024, 13/02/2024, 01/03/2024 and 30/03/2024 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 30^th March, 2024 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.

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.

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 FY 2024. The Statutory Auditor's of the company also provided same opinion on internal financial controls over financial reporting of the Company.

During the year under report, the Company has entered into transactions with related parties for the purchase of materials, sale of goods and for job work. The said transactions were carried on at arm's length price and in the ordinary course of business, and hence do not fall within purview of Section 188(1) of the Companies Act 2013. However, the company has provided voluntarily 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

Members are already aware that M/^s* Nitesh A. Joshi & Co. Chartered Accountants [Firm Registration No. 127578W] Rajkot had been appointed as statutory auditor of the company in the Annual General Meeting (AGM) of the company held on 24^th September, 2019 to hold office from the conclusion of that AGM till the conclusion of AGM to be held in the 2024 (for the financial year 2023-24). As the tenure of Nitesh A. Joshi & Co. is expiring on conclusion of this ensuing AGM.

Therefore, based on the recommendations of Audit Committee, the Board has proposed the 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 this ensuing AGM till the conclusion of AGM to be held in the year 2029 (for the financial year 2028-29), subject to your approval in the ensuing AGM by passing of Ordinary Resolution on such remuneration as may be decided and approved by Board of Directors of the Company in consultation with Audit Committee of the company.

The company has also received confirmation from M. N. Manvar & Co. that they are eligible and not disqualified under section 141 of the Companies Act, 2013 and the Rules framed thereunder, for being appointed as the Auditors of the Company. Further, as required under Regulation 33(1)(d) of SEBI Listing regulations the proposed auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditor's Report along with financial statements and all its annexures forming part thereof for the financial year ended March 31, 2024 forms part of this Annual Report and same does not contain any qualification, reservation or adverse remark.

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

Auditor has observed that during the reporting period 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. 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.

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 2023-24.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31, 2024 is attached to the Director's Report as "Annexure II".

1. Disclosures under Regulation 31 (4) of SEBI (SAST) Regulations, 2011: The disclosure by the promoter of company that he, along with persons acting in concert, has not made any encumbrance, directly or indirectly, was filed after its due date of filing.

2. No insider(s) shall trade in securities when in possession of UPSI Regulation 4[1] of PIT Regulation: 1). Mr. Sanjivkumar Chhhaniyara, Spouse of Promoter and being Son-in-Law of Promoter, had sold the shares of the Company during the closure of trading window. However as explained to us, the transaction was entered into inadvertently and further, the Company had levied fine of Rs.40,000/- on Mr. Sanjivkumar Chhhaniyara and he had paid the said fine to the Company.

Mrs. Parulben Rakeshbhai Patel Spouse of Promoter had sold the shares of the Company on 9 th January, 2024 which is during the closure of trading window.

3. Schedule XIX - Para (2) of ICDR Regulations 2018 under heading Application for listing:

1) An application for the listing was not been made within 20 days of allotment of Equity shares. The Board had made the allotment of 12,50,000 Equity Shares upon conversion of Warrants into Equity Shares on 23.01.2024 and the Company filed the application for listing approval on 16.02.2024

2) The Board had made the Allotment of 79,15,000 Equity Shares upon conversion of warrants was made on 13.02.2024 and the Company filed the application for listing on 24.03.2024. Further, the Company has made the Allotment of Equity Shares upon conversation of Warrants into Equity Shares in different trenches and accordingly the Listing Applications were made on each allotment(s). However, due to some technical issues, the NSE has rejected some of the Listing Applications and the Company has applied to NSE with fresh Listing Application and had received the Listing and Trading Approval(s) for each application accordingly.

4. The Company had filed the e-from MGT-14 (filling of Resolution for Allotment of Equity Shares upon conversion of Warrants) after due dates, with payment of Additional Fees.

1. As the Shares of promoters and promoter group were not encumbered and hence, we haven't received disclosure as per Reg. 31(4) from Promoter and promoter group and so it was not filed. However, we filed the same within the time limit given by the NSE in its email. The Board of Directors ensures for timely compliances from a day onwards.

2. Chairman & Managing Director of the company had informed the Audit Committee regarding this transaction, the Committee levied fine of Rs. 40,000 as per Code of Conduct adopted by the Board for Insider Trading and the Company had collected the fine and deposited the said Rs. 40000/- in SEBI-IPEF Account on 1.12.2023.

Further, with respect to transaction done by Mrs. Parulben Patel, the Company had followed same process and levied fine of Rs. 50,000 and the Company had collected the fine and deposited the said Rs. 40000/- in SEBI-IPEF Account, after the end of financial year but as on the date of this report.

3. The NSE levied the SOP Fine of Rs. 20000 per day for delay in compliance by 4 days and the Company has already paid the Fine of Rs. 94400/- (including GST) on 30.04.2024. Further, for the rejected listing applications, the Company has applied to NSE with fresh Listing Application and had received the Listing and Trading Approval(s) for each application accordingly.

4. The Board of Directors shall take due care for filing of e-Forms within the time as prescribed in the Act.

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

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:

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.

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.

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 accorded 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

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.

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 from CS Purvi Dave, Partner, MJP Associates, Practising Company Secretaries Certificate thereon form part of the Board Report as " Annexure-III".

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, Mrs. Parulben Rakeshbhai Patel, Wholetime Director [DIN: 07528313] will retire by rotation at the ensuing AGM, and being eligible, offer herself 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 her re-appointment is provided in the Notice.

As on 31st March, 2024, the Board of Directors comprised of the following Directors:

Mr. Nishith Trivedi [DIN: 10332082] was appointed as an Additional Director under the category of Independent Director by the Board in the Board Meeting held on 26^th September, 2023 and his appointment as an independent Director also approved by the members by passing Special Resolution through Postal Ballot (e-Voting) on 22^nd December, 2023.

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.

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

The details related to composition of Audit 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.

The details related to composition of Nomination and Remuneration 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.

The details 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.

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:

*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.

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)

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.

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Shareholders Relationship committee, 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 also evaluated by the independent directors at the separate meeting of the Independent Directors of the Company.

The company is not required to maintain cost records as prescribed by the Central Government under Section 148(1) of the Companies Act, 2013. Therefore, no cost records have been maintained by the company. Therefore, requirements for cost audit shall not applicable to the company.

The Company has complied with all the applicable Secretarial Standards including amendments thereof in the Financial Year 2023-24 as issued by the Institute of Company Secretaries of India (ICSI).

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. All women associated with the company 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/policiesandcodeofconduct.

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

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”.

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. 2023-24 forms part of this report as "Annexure - V”.

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.

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.

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. 40,000 to Investor Protection and Education Fund (IPEF), collected from Designated Person for contravention of Code of Conduct.

Further, after the end of financial year but as on the date of this report the company has also transferred another Rs. 50,000 to IPEF account, collected from the Designated Person for contravention of Code of Conduct.

As at 31st March, 2024, the Company doesn't have any Subsidiary, Joint Venture or Associate

Companies.

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. 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.

5. 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.

6. 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.

7. 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.

8. 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.

Your 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.