Ganga Bath Fittings Ltd Directors Report

Dear Shareholders,

Your directors have pleasure in submitting herewith their 01^st Annual Report together with the Audited Statement of Accounts for the financial year ended on 31^st March, 2025.

FINANCIAL RESULTS

The Audited financial statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable Accounting Standards and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

(AMOUNT IN LAKHS!

Particulars	F.Y. 2024-25
Revenue from operation	3192.86
Other Income	2.31
Total Revenue	3195.17
Less: Total Expenses before Depreciation, Linance Cost and Tax	2534.58
Profit before Depreciation, Finance Cost and Tax	660.59
Less: Depreciation	54.41
Linance Cost	129.85
Profit Before Tax	476.33
Less: Current Tax	(134.97)
Deferred tax Liability (Asset)	16.40
Profit after Tax	357.74

*First Financial Year from 22.05.2024 to 31.03.2025, thus no previous year figure has been mentioned.

BUSINESS OVERVIEW:

Your company has been converted from the Limited Liability Partnership (LLP) to Limited Company as on 22^nd May 2024 duly registered under Companies Act, 2013 with name "Ganga Plast Industries Limited”. After that the Company has applied for change of name and the Company has received the fresh Certificate of Incorporation for Change of name as on July 03^rd, 2024 with new name i.e. "Ganga Bath Littings Limited”. The current registered address of the Company is Survey No. 121, Nr. Vraj Industrial Estate, SIDC Road, B/H Shantidham Residency,Veraval (Shapar), Rajkot, Kotda Sanghani, Gujarat,India, 360024.

This is the 1^st Linancial Year of the Company and the Company has taken its 1^st Linancial Year from 22/05/2024 to 31/03/2025.

Financial Performance:

During the financial year 2024-25 the revenue from operation stood at Rs. 3192.86 Lakhs and the other income of the Company stood as Rs. 2.31 Lakhs in the financial year 202425.

Further, during the financial year 2024-25, the total expenses are Rs. 2718.84 Lakhs. The Company has earned the Net Profit for the financial year 2024-25, at Rs. 357.74 Lakhs.

Dividend

Your Directors have not recommended any dividend for the Financial Year ended on 31^st March, 2025

Transfer to Reserves

During the year under review, the Company has not transferred any amount to the General Reserves.

RISK MANAGEMENT:

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and reporting. The Risk Management Policy has been developed and approved by the Senior Management in accordance with the business strategy.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operation. The scope of Internal Audit is well defined in the organization. The Internal Audit Report regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously.

INITIAL PUBLIC OFFERING AND STATE OF THE COMPANYS AFFAIRS

We are pleased to inform you that the Companys Initial Public Offer (IPO) of 66,63,000 Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each by way of Book building Issue received huge response from the investors. The Issue was oversubscribed in all categories. The issue was opened on June 04^th, 2025 and closed on June 06^th, 2025. The Allotment for the said IPO was made on June 10^th, 2025 ranking pari - pasu with the existing shares. The shares of the company were listed on NSE Emerge (NSE SME Platform) on 11^th June, 2025.

LISTING INFORMATION

The equity shares of your Company are listed in F.Y. 2025-26 and the company has paid listing fees to the exchange for F.Y. 2025-26. The listing details on the following stock exchange(s) are as under:

Name of Stock Exchange	The National Stock Exchange of India
Platform	NSE Emerge (SME Platform)
NSE Symbol	GANGABATH
ISIN	INE0ZI101018
Date of Listing	11-06-2025

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), dividends of the Company which remained unpaid or unclaimed for a period consecutive seven years from the date of transfer to the unpaid dividend account shall be transferred by the Company to the Investor Education and Protection Fund (“IEPF”).

In terms of the foregoing provisions of the Act, the company is not required to transfer any funds or shares to IEPF.

DEPOSITS

The Company has neither accepted nor invited any Deposit falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

Further, loans provided by the Directors are being provided by their owned funds and for the same declaration has been provided by the directors.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The company has no subsidiaries, associates or joint ventures during the period under review.

Further, there has been no subsidiaries, associates orjoint venture companies which have ceased during the year.

SHARE CAPITAL Authorised Capital:

During the year under review, the following changes have been made in the Authorised Share Capital of the Company:

1. The company has increased Authorized Share Capital from Rs. 1,00,000/- (Rs. One Lakhs) divided into 10,000 (Ten Thousand) equity shares of Rs. 10/- (Rs. ten) each To Rs. 25,00,00,000/- (Rs. Twenty Five Crores) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares ofRs. 10/- (Rs. Ten) each through special resolution dated 07 th June, 2024 passed by members in extra ordinary general meeting.

Paid up Share Capital:

During the year under review, the Company has made the following amendments in the paid up share capital of the Company:

1) The company has allotted 1271 (One Thousand Two Hundred Seventy One) Equity Shares of Rs. 10/- (Rupees ten) each at a price of Rs. 34345/- (Inclusive of Premium of Rs. 34335 per share) each in lieu of and againstthe conversion of loan up to Rs. 4,36,68,600/- through special resolution dated 07th June, 2024 passed by members in extra ordinary general meeting.

2) The company has allotted 43,61,877 (Forty Three Lakhs Sixty One Thousand Eight Hundred Seventy Seven) Equity Shares of Rs. 10/- (Rupees ten) each at a price of Rs. 34345/- (Inclusive of Premium of Rs. 34335 per share) each to existing shareholders as on record date i.e. on June 07, 2024, in the ratio of 1:387 i.e. for every 01 (One) equity share held as bonus shares through special resolution dated 08th June, 2024 passed by members in extra ordinary general meeting.

3) The company has done Acquisition and Purchase of the Business of l.Ganga Bathing Solutions and 2. Ganga Industries (“Sellers”) on a Slump Sale Basis ") as a going concern on a slump sale basis more particularly mentioned in the Business Transfer Agreement for a lump sum consideration of Rs 14,57,38,489/- (Rupees Fourteen Crore Fifty Seven Lakhs Thirty Eight Thousand Four Hundred Eighty Nine), (“Consideration”) ie. 18,44,791 Equity Shares of Rs. 79/- with face value of Rs.10/- per share including premium of Rs. 69/- per share through special resolution dated 26th June, 2024 passed by members in extra ordinary general meeting.

4) The company has allotted 93,26,909 [Ninety Three Lakhs Twenty Six Thousand Nine Hundred Nine) equity shares of Rs. 10/- (Rupees Ten only) each to existing shareholders as on record date i.e. on June 28,2024, in the ratio of 10:15 i.e. for every 10 (Ten) equity share held as 15 shares as bonus shares through special resolution dated 29th June, 2024 passed by members in extra ordinary general meeting.

The Capital Structure of the Company for the financial year ending March 31, 2025 is as tabled below:

Particulars	Amount
Authorized Share Capital:
2,50,00,000 Equity Shares of Rs.10/- each	25,00,00,000
Total Authorized Capital	25,00,00,000
Issued Capital
1,55,44,848 Equity Shares of Rs.10/- each	15,54,48,480
Subscribed & Paid - up Capital
1,55,44,848 Equity Shares of Rs. 10/- each	15,54,48,480
Less: Equity Shares forfeited	Nil
Total Paid - up Capital	15,54,48,480

CHANGE IN THE NATURE OF BUSINESS:

There has been no considerable change in the business of the Company, during the period under review.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In the opinion of the Board of Directors, there are no material changes and commitments made by the Company occurring between the ends of the financial, which is influential or affecting the financial position of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

During the period under the review, Company has 05 (Five) Directors on its Board, including 2 (Two) Independent Directors out of which 1 (One) is Women Independent Director. Our Company is in compliance with the Companies Act, 2013, in relation to the composition of our Board and constitution of committees thereof.

S. No	Name of Director	Date of Appointment	Designation	Remarks if any-
1	Mr. Jimmy Tushakumar Tilva	22-05-2024	Managing Director	Appointed as Managing Director w.e.f. July 08, 2024.
2	Mr. Sajan Tusharbhai Tilva	22-05-2024	Director	-
3	Mr. Tusharkumar Vithaldas Tilva	22-05-2024	Director
4	Mr. Parshant Bharatkumar Patel	08-07-2024	Independent Director
5	Ms. Shreyaben Milankumar Shah	08-07-2024	Independent Director	?

Number Of Meetings of The Board

During the year under review, there are total Nineteen (19) Board Meetings were held, the details of which are mentioned below: -

S. No	Date on which meeting was held	No of Directors present
1	25.05.2024	3
2	04.06.2024	3
3	07.06.2024	3
4	08.06.2024	3
5	20.06.2024	3
6	27.06.2024	3
7	29.06.2024	3
8	08.07.2024	3
9	10.07.2024	3
10	15.07.2024	3
11	31.07.2024	3
12	01.08.2024	5
13	26.08.2024	3
14	27.08.2024	3
15	29.08.2024	5
16	09.09.2024	3
17	14.11.2024	3
18	05.02.2024	3
19	12.03.2024	5

Declaration of Independent Directors

All the Independent Director of the Company have given their declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Act. In the opinion of the Board, they fulfill the conditions of independence, integrity, expertise and experience (including the proficiency) as specified in the Act and the Rules made there under and are independent of the management.

Formal Evaluation of Board, Committee & Individual Directors

Pursuant to the provisions of the Companies Act, 2013, the Board and its respective members are required to carry out performance evaluation of the board as a body, the Directors individually, Chairman as well as that of its committees.

The Board of Directors of your Company, in order to give objectivity to the evaluation process identified an independent process for conducting board evaluation exercise for its this financial year.

DISCLOSURE OF VARIOUS COMMITTEE OF BOARD (A) AUDIT COMMITTEE

The Audit Committee and the Policy are incompliance with Section 177 of the Companies Act, 2013, read along with the applicable rules thereto.

Composition

Name of Director	Designation	Nature of Directorship
Mr. Prashant Bharatkumar Patel	Chairperson	Non-Executive Independent Director
Mr. Sajan Tusharbhai Tilva	Member	Executive Director
Ms. Shreyaben Milankumar Shah	Member	Non-Executive Independent Director

(B) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.

Composition

Name of Director	Designation	Nature of Directorship
Ms. Shreyaben Milankumar Shah	Chairperson	Non-Executive Independent Director
Mr. Prashant Bharatkumar Patel	Member	Non-Executive Independent Director
Mr. Tusharkumar Vithaldas Tilva	Member	Non-Executive Director

(C) STAKEHOLDERS RELATIONSHIP COMMITTEE

Our company has stakeholders relationship committee as per the provisions of Section 178(5) of the Companies Act, 2013. The constitution of the Stakeholders Relationship Committee is as follows:

Composition

Name of Director	Designation	Nature of Directorship
Mr. Tusharkumar Vithaldas Tilva	Chairperson	Non-Executive Director
Mr. Sajan Tusharbhai Tilva	Member	Executive Director
Mr. Jimmy Tusharkumar Tilva	Member	Managing Director

AUDITORS Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. ASDT & Co. LLP (erstwhile M/s ASDT & Co., a partnership firm which was converted into a LLP w.e.f. March 21, 2025), Chartered Accountant, Mumbai (FRN: 130450W/W101083), is proposed to re-appoint as the Statutory Auditors of the company in the ensuing Annual General Meeting, subject to the approval of the shareholders of the Company, held from the conclusion of 01^st Annual General Meeting till the conclusion of the 06^th Annual General Meeting to be held in the year 2030.

The Auditors Report annexed to the financial statements for the year under review does not contain any qualifications.

Secretarial Auditor and their Report:

The provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company during the year under review i.e. FY 2024-25 and hence, no appointment has been made for the Secretarial Auditor.

Internal Auditor

The provision of Section 138 of Companies Act 2013, the Company is not required to appoint the Internal Auditor of the Company during the year under review i.e. FY 2024-25.

Cost Auditor

In terms of Section 148(1) of the Companies Act, 2013, the Cost Audit is not applicable to the Company.

Details of Frauds Report by the Auditor

There are no frauds reported by the auditor in its audit report in pursuance to section 143(12) of the Companies Act, 2013, during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) of the Companies Act, 2013in relation to the financial statements for the year 2024- 25, the Board of Directors state that:

a) In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 for the financial year ended on March 31, 2025 and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care 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 fraud and other irregularities;

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

e) 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.

f) 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.

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

Details of investments, loans and guarantee under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014, as on 31^st March, 2025, are set out in Notes to Financial Statements forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY

The provisions of Section 135(1) of the Companies Act, 2013, for the Corporate Social Responsibility are not applicable to the company.

RELATED PARTY TRANSACTIONS:

All the contracts or arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. During the year under review, the Company has entered into contracts or arrangements with related parties, which are material contracts or transaction on arms length basis, which has been provided in Form AOC - 2 and appended as "Annexure - A”.

All related party transactions are presented to the Audit Committee and Board for approval.

The Policy on Related Party Transactions as approved by the Board is available on Companys website at https://gangabathfittings.com/policies-and-code-of-conduct/

BUSINESS RISK MANAGEMENT

The Company has formulated Risk Management Policy in order to monitor the risks and to address/ mitigate those risks associated with the Company. The Board of Directors do not foresee any elements of risk, which in its opinion may threaten the existence of the Company.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTER

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a remuneration policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director etc. and the same is also available on the website of the Company at the link https://gangabathfittings.com/policies-and-code-of-conduct/

PARTICULARS OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-B.

The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the company and therefore, separate annexure was not provided in part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure is open for inspection in electronic mode for Members. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

WEBLINK OF THE ANNUAL RETURN:

The copy of Annual Return in Form MGT - 7 for the financial year ending March 31, 2025 has been placed on the web portal of the company at www.gangabathfittings.com. under Investor section.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There is no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ATC, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 and the rules framed thereunder. Pursuant to the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and rules made thereunder, the Company has formed an Internal Complaint Committee.

During the financial year 2024-25, the Company has not received any complaints on sexual harassment and hence no complaints remain pending as at 31^st March, 2025.

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

CONSERVATION OF ENERGY -

In its endeavor towards conservation of energy, the Company ensures optimal use of energy, avoid wastages and conserve energy as far as possible

TECHNOLOGY ABSORPTION -

The Company has not carried out any research and development activities.

Foreign exchange earnings and outgo:

Earnings - Nil

Outgo - Royalty Expenses - Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, details on Management Discussion and Analysis Report are annexed as "Annexure - C”.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation, for the contribution made by the employees, at all levels but for whose hard work, and support, the Companys achievement would not have been possible. The Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of Board of Directors	Sd/-	Sd/-
GANGA BATH FITTINGS LIMITED	Jimmy Tusharkumar Tilva	Sajan Tusharbhai Tilva
CIN: L22204GJ2024PLC151770	Managing Director
Registered office:	DIN:08950646	Director
Survey No. 121, Nr. Vraj Industrial Estate, SIDC Road, B/H Shantidham Residency, Veraval (Shapar), Kotda Sangani, Rajkot - 360024		DIN:08950647
Place: Rajkot
Date: 15/09/2025