G G Automotive Gears Ltd Directors Report

To, The Members,

Your Directors have pleasure in submitting Companys 51^st (Fifty -first) Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

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

(Rs. in lacs except EPS)

Particulars	Financial Year ended 31.03.2025	Financial Year ended 31.03.2024
Revenue from Business Operations	11432.38	9528.20
Other Income	44.79	43.33
Total Income	11,477.17	9,571.54
Total Expenses	10,399.13	8,936.18
Profit/Loss before tax	1078.04	635.36
Less: Tax Expenses (Including Deferred Tax)	303.13	192.16
Net Profit/Loss After Tax	774.92	443.20
Paid up Equity Share Capital (Face Value Rs. 10 each fully paid up)	9,50,00,000	8,33,11,670
Other Equity	3451.69	2092.36
Earnings Per Share (EPS) (Basic)	8.54	5.32

2. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2024 -2025 https://ggautomotive.com/.

3. NUMBER OF MEETINGS OF BOARD

During the year under review Board of Directors of the Company have met Seven (7) times, accordingly Seven (7) 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.

4. DIRECTORS 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.

5. 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.

5. 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.

6. 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 Companys policy on directors appointment and remuneration also includes criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (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.

7. 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:

Observations by Secretarial Auditor 237066 equity shares (2.49 % of the total paid up capital) of the Promoter and Promoters Group holding is in Physical form.

Explanation or comments by the board of directors The Company in a process of dematerialisation of the same.

Due to cessation of Mr. Shailendra Ajmera w.e.f. 31.03.2024 and Change in designation of Mr. Praveen Kumar Shishodiya the Audit Committee and Nomination and Remuneration Committee has been reconstituted w.e.f. 01/04/2024, the company was unable to fulfil the requirement of Independent Director and accordingly unable to maintain the constitution of the Audit and Nomination and Remuneration Committee, which was resulted the committees not as per the provisions of the companies act, 2013 for the period of 55 days.

The positive approach of the Company towards compliance adherence the appointments to the utmost has been made to the board and the committees has been reconstituted w.e.f. 24/08/2024. As on the date of the Report Company has been complied with of the provisions of Composition of the Audit Committee, Nomination and Remuneration Committee as prescribed under the Companies Act, 2013 and Corporate Governance provisions of SEBI (LODR) Regulation 2015.

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.

8. 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.

9. 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.

10. STATEMENT OF COMPANYS AFFAIRS

During the year under review, your Company achieved total revenue from operations of 11432.38 lakh (previous year 9528.20 lakh) resulting in increase of 19.98% over the previous year. The profit after tax (including other comprehensive income) is at 774.92 lakh (previous year 443.20 lakh) resulting in increase of 78.84%.

11. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for financial year 2024-25 in the statement of profit and loss. Therefore, Company has transferred Rs. 2553.28 (in lakhs) to the retained earnings forming part of the reserves and surplus.

12. DIVIDEND

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

13. 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.

At the Meeting of the Board of Directors (“Board”) held on Thursday, 03^rd 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:

Name of Allotees	Category	No. of Warrant held	No. of warrants applied for conversion	No of equity shares allotted	Amount received
1. Bela Gajra	Promoter	4,90,000	4,90,000	4,90,000	2,20,50,000

Apart from as mentioned above, there were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

14. 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 equipments: During the Financial year 2024 -2025 the company has not spent amount on capital investment on energy conservation equipment.

B. TECHNOLOGY ABSORPTION

1 The efforts made towards technology absorption	During the year the company has not made any technological changes.
2 The benefits derived like product improvement, cost reduction, product development or import substitution	The installed equipments has resulted in enhanced production capacity and better-quality product at lower power consumption.
3 In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:	The company has not imported technology during the last 3 financial years.
a) the details of technology imported	NA
b) the year of import	NA
c) whether the technology been fully absorbed	NA
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NA
4 The expenditure incurred on Research and Development.	NA

C. FOREIGN EXCHANGE EARNINGS & OUTGO

(Rs. in Lacs)

Particulars	31.03.2025	31.03.2024
Earnings	0.13	1.89
Outgo	0.91	2.51

15. 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 Boards 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/ .

16. 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.

17. STATEMENT ON CORPORATE SOCIAL RESPONSIBILITY

The Provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, was not applicable to the Company as the Net worth, Turnover and Net profit of the Company was under the triggering limits during the year under review.

However, based upon the Audited Financial Statements for the financial year 2024 -25 the Companys net profit is above Rs. 5 Crore therefore the Board of Directors has constituted a CSR Committee to decide upon and implement the CSR Policy of the Company. Further as per the provision of Section 135 of the Company will be required to spend in the financial Year 2025-26 two per cent of the average net profits of the Company made during the three immediately preceding financial years in pursuance of its Corporate Social Responsibility Policy and as mentioned under Schedule VII of Companies Act 2013.

18. CHANGE IN THE NATURE OF BUSINESS

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

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. Mr. Anmol Gajra (DIN: 07835836) who retires by rotation under section 152(6) of the Companies Act, 2013 and being eligible, offered himself for reappointment at the 50th Annual General Meeting subsequently appointed as Director of the Company.

ii. Mr. Kennedy Ram Gajra (DIN NO: 02092206) re-appointed as a Managing Director of the Company under the provision of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, read with Schedule V to the said Act and on the recommendation of the Nomination and Remuneration Committee, whose office shall be liable to determination by retirement by rotation, for the period of three years (1st July, 2024 to 30th June, 2027) w.e.f. 1st July, 2024 on a remuneration upto Rs.168 Lakh and such other terms and conditions as were set out in Explanatory Statement annexed to the notice of the 50^th Annual General Meeting of the Company.

iii. The Second term of Mr. Shailendra Ajmera (DIN: 02138042) as a Non-Executive Independent Director of the Company has been completed with effect from 31.03.2024 accordingly he ceased to be the Director of the Company w.e.f. 31st March, 2024.

iv. Appointment of Mr. Pravin Kumar Shishodiya (DIN: 03011429) as an Additional Director (Non-executive) w.e.f. 01st April, 2024 for a period of 5 years and subsequently his appointment was regularized at the 50th Annual General Meeting held on 21st September, 2024 and appointed him as Non -executive Director of the Company.

v. Appointment of Mr. Kamlesh Joshi (DIN: 01783387) as an Additional Independent Director (Non-executive) w.e.f. 24th August, 2024 for a period of 5 years, subsequently his appointment needs to be regularized at the upcoming Annual General Meeting.

vi. Appointment of Miss Divyanshi Joshi (DIN: 10752152) as an Additional Independent Director (Non-executive) w.e.f. 24th August, 2024 for a period of 5 years, subsequently her appointment needs to be regularized at the upcoming Annual General Meeting.

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 51^st Annual General Meeting following Appointment/Reappointment shall be proposed for members approval:

i. Re -appointment Mr. Anmol Gajra (DIN: 07835836) as Whole time Director (Executive) of the Company w.e.f 01.06.2026 for the period of Three Years i.e. upto 31.05.2029 based on the recommendation of the Nomination and Remuneration Committee, subject to approval of the Shareholders at the 51^st Annual General Meeting of the Company Pursuant to Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and read with Schedule V, as amended from time to time (“Act”) and pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“Regulations”).

ii. To Regularize the Appointment of Mr. Shriram Mishra (DIN: 11251485) as an

Independent Director (Non-Executive) the Company who was appointed by the Board of Directors as an Additional 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.

iii. 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:

Mr. Kennedy Ram Gajra	Managing Director & CEO
Mr. Anmol Gajra	Whole Time Director
Manoj Sharma	Chief Financial Officer
Ms. Lata Narang	Company Secretary & Compliance Officer

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. 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 2024-25.

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

21. DEPOSITS

A. The Details relating to Deposits, covered under Chapter V of the Act: -

a)accepted during the year;	NIL
b)remained unpaid or unclaimed as at the end of the year;	NIL
c)whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:	NA
i. at the beginning of the year;	NIL
ii. maximum during the year;	NIL
iii. at the end of the year;	NIL

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 2024-25.

22. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE DURING THE YEAR:

No significant and material order passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the year.

23. INTERNAL CONTROL SYSTEM

The Companys 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 Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations.

24. 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.

25. INTERNAL AUDITOR

On recommendation of Audit Committee, the Board of Directors of the Company at its meeting held on 24^th August, 2024 has appointed M/s. Tanishq Tharani & Co., Chartered Accountants, Mumbai, as internal auditor of the Company for financial year 2024 -25 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.

26. 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 49^th Annual General Meeting till the conclusion of 54^th (Fifty fourth) Annual General Meeting to be held in the year 2028.

27. SECRETARIAL AUDITOR

On recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on 24^th August, 2024 have appointed M/s. HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2024-25 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 Secretarial Audit Report issued by M/s. HSPN & Associates LLP, Company Secretaries for the financial year 2024-2025 is annexed herewith and forms part of this report as “Annexure V”.

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.

28. COST AUDITOR AND COST AUDIT

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the financial 2024 -25. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

Furthermore, 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.

29. 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.

30. 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:

Number of complaints received:	Nil
Number of complaints disposed off:	Nil
Number of complaints beyond 90 days:	Nil

31. 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, 2025.

32. 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.

33. 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.

34. 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 51^st Annual Report of the Company.

35. 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.

36. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

There is no change in the nature of business of the Company.

37. 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, 2025.

Paid up Capital:

As on March 31, 2025 the paid-up equity share capital of the Company stood at Rs. 9,50,00,000 (Rupees Nine Crore Fifty lakh) comprises of 95,00,000 (Ninety-Five lakh) equity shares of Rs. 10/- (Ten each).

The Company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares or shares with differential voting rights.

However, during the year under review, the Company was in receipt of total Rs. 5,25,97,485 from Bela Gajra (Promoter) and Belkenn Loco Parts Pvt Ltd (Non- Promoter) against part conversion of 11,68,833 Convertible Warrants into 11,68,833 equity shares of the Company upon which the Board of Directors approved the allotment of 11,68,833 equity shares of Rs. 10 each at Rs. 60 (including premium of Rs. 50) vide its Board meeting held on Monday, 12^th August, 2024 in the manner mentioned below:

Name of Allotees	Category	No. of warrants applied for conversion	No of equity shares allotted	Amount received
1. Bela Gajra	Promoter	4,55,000	4,55,000	20,475,000
2. Belkenn Loco Parts Pvt Ltd	Non- Promoter	7,13,833	7,13,833	3,21,22,485
Total		11,68,833	11,68,833	5,25,97,485

As on the date of this Report the proceeds of the issue have been fully utilized and has been deployed for the purpose for which it was originally raised by the company and there is no deviation or variation of the funds has been reported during the period of its utilization.

38. 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 2025.

39. 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 G. G. Automotive Gears Ltd (GGAGL). The ratings continue to reflect the companys 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.

40. 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/

41. 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 Companys 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.

42. 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 Companys 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.

43. 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.

44. 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.

45. 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-III”.

46. 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 Companys 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 byproducts.

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. 36 of the Board report. iv. instance of one-time settlement with any bank or financial institution.

47. 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.

48. 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 Companys familiarization program for Independent Directors is posted on Companys website at https://ggautomotive.com/policies/.

49. 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/.

50. 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.

51. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys 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 Companys 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.

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.

	By the Order of the Board of Directors
	GG Automotive Gears Limited
	Sd/-	Sd/-
	Kennedy Ram Gajra	Anmol Gajra
Date: 22.08.2025	Managing Director & CEO	Whole-Time Director
Place: Dewas, MP	DIN: 02092206	DIN: 00327301