G G Engineering Ltd Directors Report

The Board of Directors hereby submits the Directors report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2026.

FINANCIAL RESULTS AND OPERATIONS

The financial performance for the year ended March 31, 2026 is summarized below:

Particulars	Standalone
	For the year ended March 31
	2026	2025
Net Sales/ Income from Business Operations	16,590.05	17,803.22
Other Income	481.71	452.08
Total Income	17,071.76	18,255.30
Purchase of Stock in trade	16,575.53	16,706.91
Employee Benefit Expense	38.77	36.75
Financial Costs	15.02	15.01
Depreciation	44.47	47.70
Other Expenses	311.43	295.04
Profit before Exceptional items	86.54	1,153.89
Less: Exceptional items	0.00	0.00
Net Profit Before Tax	86.54	1,153.89
Less: Current Tax	16.71	337.28
Less: Previous year adjustment of Income Tax	124.48	(54.65)
Less: Deferred Tax	9.11	(6.24)
Profit for the Period	(45.54)	768.20
Earnings per share	(0.00)	0.05

On Standalone basis, in Financial Year 2025-26, the Companys revenue from operations decreased to Rs. 16,590.05 Lakhs as compared to Rs. 17,803.22 Lakhs in the last year. The Company has incurred a loss of Rs. 45.54 Lakhs on standalone basis as compared to profit of Rs. 768.20 Lakhs in previous year.

CHANGE IN NAME OF THE COMPANY

During the year under review, there was no change in the name of Company.

CREDIT RATING

No credit rating was required to be obtained by the Company during the financial year under review.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the financial year under review, there was no change in registered office of the Company.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business during the financial year under review. BUSINESS OVERVIEW & FUTURE OUTLOOK

Detailed information regarding the Companys business overview and future outlook is provided in the Management Discussion and Analysis, which forms an integral part of this Report.

STATE OF COMPANYS AFFAIRS

Change in status of the Company	There was no change in status of the Company.
Key business developments	The Company has taken various steps to develop and promote its business. Please refer Management Discussion and Analysis for details.
Change in the financial year	There was no change in the financial year of Company.
Change in the Registrar and Share Transfer Agent (RTA) of the Company	There was no change in the RTA of the Company.
Capital expenditure programmes	There were no capital expenditure programmes
Developments, acquisition and assignment of material Intellectual Property Rights	There were no Developments, acquisition and assignment of material Intellectual Property Rights.

AMALGAMATION OF GG ENGINEERING LIMITED WITH INTEGRA ESSENTIA LIMITED

The Board of Directors of the Company, at its meeting held on July 05, 2024, considered and approved the Scheme of Arrangement for the amalgamation of GG Engineering Limited (Transferor Company) with Integra Essentia Limited (Transferee Company), on a going concern basis, pursuant to Sections 230 to 232 of the Companies Act, 2013, read with the rules made thereunder.

Pursuant to the Company Scheme Application filed by GG Engineering Limited before the Honble National Company Law Tribunal, Mumbai Bench (Honble NCLT), the Honble NCLT, vide its order dated June 04, 2025, directed the Company to convene a meeting of its equity shareholders and dispensed with the requirement of convening meetings of its secured and unsecured creditors. Accordingly, the meeting of the equity shareholders of the Company was duly convened, and the Scheme of Arrangement was approved by the equity shareholders with the requisite majority at their meeting held on September 26, 2025.

Thereafter, the Company duly filed the Company Scheme Petition before the Honble NCLT seeking sanction of the Scheme. The matter is presently pending before the Honble NCLT.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) Management Discussion and Analysis report (“MD&A Report”) providing a detailed overview of your Companys performance, industry trends, business and risks involved is provided separately and is forming part of the Annual Report.

SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE

During the financial year under review, there was no subsidiary Company, associate Company and joint venture of the Company.

BOARD OF DIRECTORS

Your Companys Board consists of experienced professionals and individuals with expertise in various fields. Presently, your Board comprises of Six Directors amongst whom, two are executive Directors, one is Non-Executive Non-Independent Director and three are Independent Directors including one Women Independent Director on the Board.

During the Financial year under review, there was no change in composition of Board of

Directors of the Company. During the year, the Board of the Company met Five (5) times on May 24, 2025, July 01, 2025, August 11, 2025, October 13, 2025, and January 09, 2026.

The number of Board Meetings and the attendance of Directors as well as their attendance at the Last AGM held on August 01, 2025, are as mentioned below:

Name of Director	Designation	No. of Board Meetings attended	Attendance at last AGM
Mr. Atul Sharma	Managing Director	5	Attended
Mr. Ram Manorath Gupta	Executive Director	5	Attended
Mr. Deepak Kumar Gupta	Non- Executive	5	Attended
Mr. Om Prakash Aggarwal	Independent Director	4	Attended
Ms. Poonam Dhingra	Independent Director	1	Attended
Mr. Ashish Kumar	Independent Director	3	No

DECLARATION OF INDEPENDENCE

The Board of Director consist of three (3) Independent Directors, as detailed below:

Name	DIN
Mr. Om Prakash Aggarwal	09553402
Ms. Poonam Dhingra	09524982
Mr. Ashish Kumar	09668119

The Independent Directors have confirmed that they meet the criteria of Independence as stipulated under Section 149(6) of the Companies Act, 2013 read with the Regulation 16 (1) (b) (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and 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 with an objective independent judgment and without any external influence as an Independent Director of the Company.

COMPLIANCE WITH CODE OF CONDUCT

All the Directors and senior management personnel have affirmed and complied with the code of conduct formulated by the Company.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 203 of the Companies Act, 2013, there was no change in the Key Managerial Personnel (KMP) of the Company during the financial year ended March 31, 2026.

However, after the end of the financial year, the following changes took place:

i) Mr. Virender Sharma resigned from his position of Chief Financial Officer (CFO) of the Company with effect from June 05, 2026.

ii) Mr. Sandeep Somani resigned from his position of Company Secretary & Compliance of Officer of the Company with effect from May 01, 2026.

iii) Ms. Monika appointed as Compliance Officer of the Company with effect from August 1, 2026 and as designated as Company Secretary and Key Managerial Personnel with effect from September 3, 2026.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company. The composition as well as changes in their composition, if any, during the year and the number and dates of meetings of such committees held during the year are covered in Corporate Governance Report which forms part of Annual Report for the Financial year 2025-26.

BOARD EVALUATION

In terms of the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board carries out an annual evaluation of its own performance, Board Committees, individual Directors including the Independent Directors and the Chairman of the Company on the basis of criteria specified by the Nomination and Remuneration Committee as per the policy adopted by the Board of Directors of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee constituted under the provisions of Section 178(1) of the Companies Act, 2013 recommended to the Board of Directors of your Company a policy on Directors appointment and remuneration including criteria for determining qualifications positive attributes, independence of a Director, and other matters. The said policy as approved by the Board of Directors, is uploaded on the Companys website.

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

There have been no material changes or commitments affecting the financial position of the Company between the close of the Financial Year and the date of this Report, except BSE Order and Suspension of Trading.

BSE Limited issued a Show Cause Notice-cum-Ex Parte Ad-Interim Order dated June 11, 2026, in connection with the Companys registered office and alleged non-compliance with Section 12 of the Companies Act, 2013. As an interim measure, trading in the Companys securities was suspended until further directions. The Company has initiated the statutory process for shifting its registered office to the National Capital Territory of Delhi and has filed the requisite application with the competent authority. The Company continues to operate from its corporate office in New Delhi and is taking appropriate steps in the matter. Its business operations continue in the ordinary course.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and ability, hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2025-26, the applicable accounting standards had been followed with proper explanation relating to material departures;

ii. they have selected such accounting policies in consultation with Statutory Auditors 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 March 31, 2026, and of the profit and loss of the Company for the Financial Year;

iii. they have 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. The annual accounts of the Company have been prepared 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.

vi. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

As per provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed Company is required to disclose the ratio of the remuneration of each Director to the median employees remuneration and details of employees receiving remuneration exceeding limits as prescribed from time to time in the Directors Report.

CAPITAL STRUCTURE

As on March 31, 2026, the Authorised Share Capital of the Company stood at Rs. 1,65,00,00,000/- divided into 1,65,00,00,000 fully paid-up equity shares of face value of Re. 1/- per share.

As on March 31, 2026, Issued and Paid-up Share Capital of the Company stood at Rs. 1,58,44,98,800/- divided into 1,58,44,98,800 fully paid-up equity shares of face value of Re. 1/- per share. During the year under review, there was no changes in the capital structure of the Company.

LISTING OF EQUITY SHARES

Equity shares of the Company are presently listed and traded at BSE Limited (Scrip Code: 540614). The Listing fees for the financial year 2025-26 have been paid to the stock exchanges.

AUDITORS AND AUDITORS REPORT Statutory Auditors

Pursuant to provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and rules made there under and pursuant to the recommendations of Audit Committee, M/s A. K. Bhargav & Co. Chartered Accountants (Firm Registration No. 034063N) was appointed as the Statutory Auditors of the Company to hold office from the conclusion of 16^th Annual General Meeting until the conclusion of ensuing 21^st Annual General Meeting to be held in the year 2027.

Further Auditors Report on the Financial Statements of the Company for the Financial Year 2025-26 as submitted by M/s A.K. Bhargav & Co., Chartered Accountants, did not contain any qualification, reservation or adverse remark and is self-explanatory.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

Secretarial Auditor

M/s Aarti Bhutra & Associates, a peer reviewed Practicing Company Secretary firm (COP. No: 23184) was appointed vide Board meeting dated March 01, 2025, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the financial year under review. The Secretarial Audit Report in Form No. MR-3 is annexed to this Annual Report.

In terms of extant provisions of Listing Regulations read with SEBI circulars issued on the subject, a Secretarial Compliance Report was also obtained by the Company from the Secretarial Auditors and the same was also submitted to the Stock Exchange.

Further, pursuant to the Regulation 24A of Listing Regulations read with SEBI Circular No CIR/CFD/CMD1/27/2019, dated February 08, 2019, the Annual Secretarial Compliance Report for the financial year 2025-2026 was filed with BSE Limited, on May 27, 2026.

Cost Audit

The provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company, therefore, there is no requirement of Cost Audit.

BOARDS COMMENT ON AUDITORS REPORT

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the Notes to accounts referred to in the Auditors Report are selfexplanatory.

DEPOSITS

During the period under review the Company has not accepted any public deposits and therefore no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIVIDEND

To conserve the resources for the expansion of business in the long run, your directors have not recommended any dividend for the Financial Year 2025-26 and have decided to retain the profits.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended on March 31, 2026, the Company has not transferred any sum to any General reserve account.

ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your Company for the financial year under review is available at website of the Company.

CORPORATE GOVERNANCE AND ETHICS

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principles of fair and transparent disclosures, equity, accountability and responsibility.

A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report. A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by Practicing Company Secretary, is also annexed to the said report.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review, the Company crossed the prescribed thresholds under Section 135 of the Companies Act, 2013, and accordingly, the provisions relating to Corporate Social Responsibility (“CSR”) became applicable to the Company.

The Company embraced its CSR responsibilities and contributed ?19.00 lakh towards healthcare-related CSR initiatives during the financial year, against the prescribed minimum CSR expenditure of ?18.64 lakh. The Company thereby exceeded its statutory CSR spending obligation and contributed towards initiatives aimed at supporting healthcare and community well-being.

The Company remains committed to creating a meaningful social impact and will continue to undertake responsible and sustainable CSR initiatives in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the Financial year under review, there were no significant and material orders issued against the Company by any regulating authority or court or tribunal affecting the going concern status and Companys operation in future.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there was no application made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial institutions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 186 of the Companies Act, 2013, particulars relating to inter-corporate loans, guarantees and investments are provided in the Notes to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188

All Related party transactions are entered on an arms length basis and are in compli ance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Companys policy on related party transactions can be accessed at its website of the Company.

Details of related party transactions entered by the Company during the financial year under review is attached as Annexure A.

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

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

PARTICULARS	REMARKS
A. CONSERVATION OF ENERGY:
The Steps taken or impact on conservation of energy;	The Company is taking due care for using electricity in the office and its branches.
The Steps taken by the Company for utilizing alternate sources of energy;	Company usually takes care for optimum utilization of energy.
The Capital investment on energy conservation equipments	No capital investment on Energy Conservation equipment made during the financial year.
B. TECHNOLOGY ABSORPTION:
The Company has nothing to disclose with regard to technology absorption.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.	Foreign Exchange earned: Nil Foreign Exchange outgo: Nil

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received in this regard.

STATEMENT ON MATERNITY BENEFIT COMPLIANCE

Pursuant to the requirements introduced under the Companies (Accounts) Second Amendment Rules, 2025, the Company hereby confirms that it is in compliance with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Accordingly, there were no amounts required to be transferred to the Investor Education and Protection Fund (IEPF) during the financial year under review.

RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

(i) The internal financial control systems are commensurate with the size and nature of its operations.

(ii) All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

(iii) The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Board of Directors for review and necessary action.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-B to this report.

The statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) and rules 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules (if any) is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding the aforesaid annexure in terms of Section 136 of the Companies Act, 2013.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Companys Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) applicable to Board Meetings and General Meetings.

GREEN INITIATIVE

In compliance with the circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, notice of AGM along with the Annual Report for the financial year ended on March 31, 2026, is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company Depositories.

The members may note that the notice of the AGM and the Annual Report for the financial year ended March 31, 2026, will also be available on the Companys website and website of stock exchange i.e. BSE Limited.

APPRECIATION AND ACKNOWLEDGEMENT

Your directors place on records their deep appreciation to the employees at all levels for their hard work, dedication and commitment.

The Board also places on record its appreciation for the support and co-operation, extended to the Company by its Suppliers, Retailers, Dealers & Distributors and others associated with the Company.

The Directors also take this opportunity to thank all Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support. The Directors also place on record their sincere gratitude to all the shareholders for their continued support, trust and confidence in the Company.

	for & on behalf of the Board of
		G G Engineering Limited
	Ram Manorath Gupta	Deepak Kumar Gupta
	Director	Director
	DIN: 10679592	DIN: 00057003
Date: September 3, 2026
Place: New Delhi