Ganga Forging Ltd Directors Report

To,

The Members,

Ganga Forging Limited,

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

FINANCIAL RESULTS:

The financial performance of the company on a standalone basis for the Financial Year ended on 31 st

March, 2025, as compared with the previous year is summarized as below:

(Amt. in Rs.)

Sr. No. Particulars	2024- 25	2023- 24
1 Revenue from Operation	43,21,94,394	37,21,24,018
2 Other Income	22,92,483	9,30,198
3 Total Revenue (1+2)	43,44,86,877	37,30,54,216
4 Cost of Materials consumed	33,01,56,254	26,55,58,490
5 (Increase)/decrease in inventory	(4,12,35,554)	(2,59,43,083)
6 Employees Benefits Expense	1,82,25,700	2,00,01,026
7 Depreciation & Amortization Exp.	1,07,36,842	99,68,863
8 Finance Cost	96,29,955	85,07,336
9 Other Expenses	10,24,74,604	8,75,36,988
10 Profit/(Loss) Before Exceptional items and Tax	44,99,074	74,24,593
11 Exceptional items	(41,55,437)	(1,16,948)
12 Profit Before Tax	86,54,511	75,41,541
13 Current Tax	16,33,004	0
14 Deferred Tax	8,90,913	31,07,476
15 Profit / (Loss) After Tax (PAT)	61,30,594	44,34,065
16 Other Comprehensive income
Items that will not be reclassified to statement of Profit and Loss	4,55,827	37,371
17 Total Comprehensive income for the year, net of tax	65,86,422	44,71,436

PERFORMANCE OF THE COMPANY:

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

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

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

FINANCIAL STATEMENT:

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

Full copy of Annual Report for the F.Y. 2024-25 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual general meeting (AGM). It is also available at the Companys website https:// and also available on the website of the Stock Exchange under corporate announcement section.

DECLARATION OF DIVIDEND AND TRANSFER OF AMOUNT TO RESERVES:

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

Moreover, no amount has been transferred to general reserves in the financial year 2024- 25.

CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the year under report. Details of significant changes in the nature of business carried on by its Subsidiaries - Not Applicable

Other description on state of Companys Affairs :

Change in the F Y: - Not Applicable

Capital Expenditure Programs; - Not Applicable

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

Developments, Acquisition and/or Assignment of material: - Not Applicable

Intellectual Property Rights; - Not Applicable

SHARE CAPITAL:

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

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

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

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT:

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

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

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

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

EXTRACT OF ANNUAL RETURN:

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

BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:

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

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

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

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

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

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

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

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

BOARDS RESPONSIBILITY STATEMENT:

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

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

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;

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;

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

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.

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 Companys internal financial controls were adequate and effective during the FY 2024-25. The Statutory Auditors of the company also provided same opinion on internal financial controls over financial reporting of the Company.

RELATED PARTY TRANSACTIONS:

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

STATUTORY AUDITOR AND AUDITORS REPORT:

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

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

Audit Observations & reply of the Board:

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

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

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

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

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

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

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

SECRETARIAL AUDITORS:

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

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

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

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

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

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

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

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

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

Particulars	2024- 25	2023- 24
Foreign Exchange Earnings	1,24,75,560	2,04,67,515
Foreign Exchange Outgo	Nil	Nil

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

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

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

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

RISK MANAGEMENT:

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

CORPORATE GOVERNANCE:

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

DETAILS OF BOARD OF DIRECTORS:

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

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

Sr. No.	ame	Designation	Director Identification Number (DIN)	Date of Appointment	Date of Cessation
1.	Hiralal Mahidas Tilva	Managing Director	00022539	02/04/2018	-
2.	Rakesh Chhaganlal Patel	Managing Director	00510990	10/03/2016	-
3.	Sheetal Sanjivkumar Chaniara	Whole time Director	07528297	01/09/2017	-
4.	Parulben Rakeshbhai Patel	Whole time Director	07528313	01/09/2017	-
5.	Jasubhai Khimjibhai Patel	Independent Director	01006449	21/04/2018	-
6.	Rameshbhai Gordhanbhai Dhingani	Independent Director	07946841	01/03/2018	-
7.	Sagar Ramniklal Govani	Independent Director	09185913	04/06/2021	-
8.	Nayankumar Karshanbhai Virparia	Independent Director	03297965	12/03/2022	-
9.	Nishith Trivedi	Independent Director	10332082	26/09/2023	26/04/2025

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

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

COMMITTEES OF BOARD OF DIRECTORS:

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

AUDIT COMMITTEE:

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

NOMINATION AND REMUNERATION COMMITTEE:

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

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

CORPORATE POLICIES:

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

Key policies that have been adopted are as follows:

Name of the policy	*Web Link
Policy on Board Diversity	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct
Code of conduct for Director and Senior Management	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct
Corporate Social Responsibility Policy	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct
Dividend Distribution Policy	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct
Evaluation Policy	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct
Policy on Determination of Materiality of Events	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct
Policy On Material Subsidiaries and Governance of Subsidiaries	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct
Policy for Insider Trading	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct
Policy On Preservation of Documents	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct
Policy on prevention of Sexual Harassment at work place	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct
Related Party Transactions Policy	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct
Webarchival Policy	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct
Whistle Blower Policy	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct
Familiarization Programme of Independent Director	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct

Nomination and Remuneration Policy	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct
Terms and conditions of Appointment of Independent Director	https:// www.gangaforging.com/InvestorsRelation/PoliciesCo deConduct

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

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

KEY MANAGERIAL PERSONNEL:

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

Shri. Hiralal M. Tilva, Chairman and Managing Director

Mr. Rakesh Patel, Managing Director

Mrs. Sheetal S. Chaniara, Whole time Director

Mrs. Parulben R. Patel, Whole time Director

Ms. Drashti Vaghasiya, Company Secretary and Compliance Officer

Mrs. Avni Dadhaniya, Chief Financial Officer (CFO)

PARTICULARS OF EMPLOYEES:

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

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS:

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

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

COST RECORDS AND AUDIT:

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

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

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

The Company also has in place a policy on "Prevention of Sexual Harassment at work place" and the same is also available on the website of the company at https://

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

No. of complaints received: Nil

No. of complaints disposed off : NA

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

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

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

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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

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

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

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

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

NAME CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT:

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

w.e.f 31.12.2024.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31st March, 2025, the Company doesnt have any Subsidiary, Joint Venture or Associate Companies.

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

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;

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;

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

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

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

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

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

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

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.

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.

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.

There are no instances of any One Time Settlement with any Bank, and therefore, details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions, are not required to be given.

ACKNOWLEDGEMENT:

Your Board of Directors put on record their whole hearted gratitude to bankers, employees of the Company and other stakeholders for their sincere co-operation and efforts towards the Company.

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

For, Ganga Forging Limited

Place : Sadak Pipaliya

Sd/- (Hiralal M. Tilva)

Chairman & Managing Director [DIN: 00022539]