Garg Furnace Ltd Directors Report

Dear Members,

Your Directors present the 52^nd Annual Report together with the audited accounts of the company for the financial year ended 31^st March 2025.

FINANCIAL PERFORMACE:

The financial performance of the company for the financial year under review is as under:-

(Amount in Lakhs)

Particulars	2024-25	2023-24
Operating Income	26331.51	25935.33
Profit before tax & Exceptional items	763.59	555.84
Exceptional Items	0.00	0.00
Profit before tax	763.59	555.84
Provision for tax -Current Tax -tax related to earlier years	0.00	0.00
-Deferred Tax Asset	0.00	0.00
Less : Mat Credit Entitlement	0.00	0.00
Profit after Tax	763.59	555.84
Prior year Tax adjustments / Depreciation to Reverse as per Schedule - II	0.00	0.00
Re-measurement of define benefit liability	5.15	2.99
APPROPRIATIONS
Transfer to General Reserve	0.00	0.00
Balance carried over to Balance Sheet	768.74	558.83

INDIAN ACCOUNTING STANDARDS:

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind-AS) as notified by Ministry of Corporate Affairs (MCA) under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

OPERATIONS AND STATE OF COMPANY AFFAIRS:

Detailed information on the operations of the different business lines of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report which form an integral part of this Annual Report.

DIVIDEND:

During the year under review, your Directors do not recommend any dividend for the financial year ended March 31, 2025 to conserve the resources.

TRANSFER TO RESERVE:

During the year under review, the Company has not transferred any amount to the General Reserve. The General Reserve of the Company stood at Rs. 1899.24 Lakhs as at 31.03.2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

PUBLIC DEPOSIT:

During the year under review, the Company has not accepted any Public Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under. There is no outstanding/unclaimed deposit from the public. However, the information as required under Rule 8 of the Companies (Accounts) Rules, 2014 is given hereunder:-

(i) Deposits accepted during the year: Nil

(ii) Deposits remained unpaid or unclaimed as at the end of the year: Nil

(iii) Default in repayment of deposits and deposits which are not in compliance with the Requirements of Chapter V of the Companies Act, 2013: not applicable.

SHARE CAPITAL:

As on March 31, 2025, the Authorised Share Capital of the Company was Rs. 10,00,00,000/- divided into 1,00,00,000 Equity Shares having face value of Rs. 10/- each. Further as on March 31, 2025, the issued, paid up and subscribed Share capital of the Company stood at Rs. 5,00,87,000/- divided into 50,08,700/- Equity Shares having face value of Rs. 10/- each.

The Company has issued 28,00,000 convertible warrants out of which 6,00,000 warrants were converted into Equity Shares on 28.03.2024. During the year under review, The Company has allotted 4,00,000 Equity Shares pursuant to conversion of warrants. The Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2025, Sh. Devinder Garg, Managing Director, Sh. Toshak Garg, Managing Director and Smt. Vaneera Garg, Wholetime Director of the Company hold Convertible Warrants into Equity Shares of the Company. Further there was no public issue, rights issue, bonus issue etc. during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

The Company, during the year, has made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties under the provisions of Section 185 and 186 of the Companies Act, 2013.

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements at Note No. 4.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the Company. DIRECTORS:

As on March 31, 2025, the Board of Directors consists of 2 (Two) Managing Directors, 1 (One) Wholtime Director and 3 (Three) Non-Executive Independent Directors.

WOMAN DIRECTOR:

In terms of the provisions of Section 149 of the Companies Act, 2013, your Company has Mrs. Vaneera Garg, Ms. Shruti Gupta, Ms. Purti Katyal and Ms. Amandeep Kaur as Woman Directors on the Board as on March 31, 2024.

CHANGES IN THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Ms. Shruti Gupta(DIN: 10310259) was appointed as an Additional Independent Director of the Company by the Board on the recommendation of Nomination & Remuneration Committee in their meeting held on 23rd July, 2024, with effect from 23rd July, 2024, in accordance with provisions of section 161 of the Companies Act, 2013.

Ms. Shruti Gupta is not disqualified from being appointed as Director in terms of Section 164 of the Act. As per the recommendation of Nomination and Remuneration Committee and based on the performance evaluation, the Board had recommended the appointment of Ms. Shruti Gupta (DIN: 10310259) as an Independent Director of the Company for a period of five years w.e.f. 23rd July, 2024 and Shareholders had approved her appointed in 51^st Annual General Meeting of the Company.

The Company had also received a declaration from Ms. Shruti Gupta declaring that she meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

In the opinion of the Board, Ms. Shruti Gupta fulfills the conditions required to be fulfilled for being appointed as an Independent Director of the Company as per the provisions of Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015.

b. Mrs. Jyoti Batra (DIN: 10009491) has resigned as Independent Director w.e.f. 23 July 2024 on the Board of the Company.

c. Mrs. Mehak Jain was appointed as an Additional Independent Director of the Company by the Board on the recommendation of Nomination & Remuneration Committee in their meeting held on 14.08.2025, with effect from 14.08.2025, in accordance with provisions of section 161 of the Companies Act, 2013.

Mrs. Mehak Jain is not disqualified from being appointed as Director in terms of Section 164 of the Act. As per the recommendation of Nomination and Remuneration Committee and based on the performance evaluation, the Board had recommended the appointment of Mrs. Mehak Jain as an Independent Director of the Company for a period of five years w.e.f. 14.08.2025 and proposal before Shareholders for approval of her appointment in ensuing Annual General Meeting of the Company has been placed.

The Company had also received a declaration from Mrs. Mehak Jain declaring that she meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

In the opinion of the Board, Mrs. Mehak Jain fulfills the conditions required to be fulfilled for being appointed as an Independent Director of the Company as per the provisions of Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015.

d. Mrs. Purti Katyal has resigned as Independent Director w.e.f. 14.08.2025 on the Board of the Company.

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Sh. Toshak Garg (DIN: 03503511) Managing Director of the Company, retires from the Board by rotation this year and being eligible, offers himself for re-appointment. The Information as required to be disclosed a per regulation as applicable of SEBI (LODR) Regulations 2015 in case of re- appointment of the director is provided in the Notice of the ensuing annual general meeting.

In compliance with Regulation 36(3) of Listing Regulations and Secretarial Standards information about the Director proposed to be appointed/re-appointed is attached along with the Notice calling the ensuing Annual General Meeting.

KEY MANAGERIA7L PERSONNEL:

The following persons are the Key Managerial Personnel (KMPs) of the Company as on March 31, 2025 in terms of provisions of Section 203 of the Companies Act, 2013 and rules made there under:-

1. Mr. Devinder Garg - Chairman and Managing Director

2. Mrs. Vaneera Garg - Wholetime Director

3. Mr. Toshak Garg - Managing Director

4. Mr. Gurmeet Singh Battu - Chief Financial Officer

5. Mrs. Supreena Tagra - Company Secretary and Compliance Officer

DECLARATION OF INDEPENDENT DIRECTORS:

In terms of Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from all the Independent Directors of the Company. All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) of the Listing Regulations along with the declaration that they have registered themselves with the Independent Directors Database maintained by the IICA as provided in sub-rule (3) rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act Regulation 16(1) (b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

MEETINGS OF THE BOARD AND COMMITTEES:

During the year under review, Nine meetings of the board were convened and held on 20.04.2024, 30.05.2024, 23.07.2024, 07.09.2024, 01.10.2024, 14.11.2024, 06.01.2025, 12.02.2025 and 14.02.2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details in respect to the Attendance are provided in the Corporate Governance Report forming part of this Report.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and Risk Management Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

The Companys Independent Directors held their meeting on 22.04.2024 without the attendance of Non Independent Directors and members of the management. All Independents Directors were present at the meeting and, they:

1 Reviewed the performance of non-Independent directors and the Board as a whole;

2 Assessed the quality and timeliness of the flow of information between the Companys Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION:

Pursuant to the Section 134(3) of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) regulations, 2015, the Company has devised a policy for performance evaluation of Independent Directors and the Board. The Board has carried out an annual evaluation of its own performance, performance of its Committees as well as directors individually. The Board of Directors formally assess their own performance based on parameters which, inter alia, include performance of the Board on deciding long term strategies, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

CORPORATE GOVERNANCE:

The Company is committed to follow the best Corporate Governance practices, including the requirements under the SEBI Listing Regulations and the Board is responsible to ensure the same, from time to time. The Company has duly complied with the Corporate Governance requirements. Further a separate section on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of the said regulations along with a Certificate from a Practicing Company Secretary confirming that the Company is and has been compliant with the conditions stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:-

a) that in the preparation of the Annual Accounts for the year ended on 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That 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 as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

c) that the directors have 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) that annual accounts have been prepared on a going concern basis.

e) that 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

f) that 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.

ANNUAL RETURN:

The Annual Return of the Company, pursuant to sub-section 3 (a) of Section 134 and the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2024-2025 in the Form MGT-7 has been uploaded on Companys website at https://gargfurnacelimited.com/

PARTICULARS OF CONTRACTS AND ARRANGEMENT MADE WITH RELATED PARTIES:

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis.

Further, the members of the Company in their 51^st Annual General Meeting held on 30.09.2024, had approved the material-related party transaction by Garg Furnace Limited with its related parties for the financial year 2024-2025. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed as Annexure-1.

The details of all the Related Party Transactions form part of Note No. 38 to the standalone financial statements attached to this Annual Report.

Your Company has framed a Policy on Related Party Transactions for purpose of identification and monitoring of such transactions in line with the requirements of the Companies Act, 2013 and Listing Regulations and the said policy is available www.gargfurnacelimited.com

We would like to inform you that during the year, no material related party transactions made by the Company with Promoters, directors, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Pursuant to Listing Regulations, the resolution for seeking approval of the shareholders on material related party transactions is being placed at the AGM.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company is having adequate internal control systems and procedures which commensurate with the size of the Company. The Company is having Internal Audit Department which ensures that the internal control systems are properly followed by all concerned departments of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

CORPORTE SOCIAL RESPONSIBILITY:

The Company is covered under the purview of the requirements of Section 135 of the Companies Act, 2013 and the rules made thereon.

CSR Policy

The Board of Directors of the Company has put in place a CSR policy in accordance with the provisions of Section 135 of the Companies Act, 2013. The CSR Policy of the Company can be downloaded at website of the Company at https://gargfurnacelimited.com/

Further Annual Report on the CSR activities of the Company for the Financial Year 2024-2025 is attached herewith as Annexure - 2

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under and Regulations 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has been appointed M/s PDM & Associates, (membership number: 25003), Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-2025.

M/s PDM & Associates, (membership number: 25003), Practicing Company Secretaries have carried out the Secretarial Audit for the financial year ended March 31, 2025. The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31st March, 2025 under the Act, read with Rules made thereunder, is annexed herewith as Annexure 3 and forms an integral part of this report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in his Report for the year under review and therefore, does not call for any further comments.

PARTICULARS OF EMPLOYEES:

The information required pursuant to the provisions of Section 197 (12) read with rule 5 (1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure- 4 and forms part of this report.

AUDIT COMMITTEE:

The Company has constituted an Audit Committee pursuant to Section 177(8) read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and SEBI (LODR), Regulations, 2015.

As on 31.03.2025, the Audit Committee consists Ms. Amandeep Kaur (Non-Executive Independent Director) as Chairman, Ms. Purti Katyal (Non-Executive - Independent Director) as Member and Ms. Shruti Gupta (Non-Executive Independent Director) as Member. The details in respect to the Attendance, Powers, Roles, and Terms of Reference etc. are provided in the Corporate Governance Report forming part of this Report.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY:

As required u/s 178 of the Companies Act 2013 and SEBI (LODR), Regulations, 2015, the Company has constituted nomination & remuneration committee. As on 31.03.2025, the committee consists of Ms. Amandeep Kaur (Non-Executive Independent Director) as Chairman, Ms. Purti Katyal (NonExecutive - Independent Director) as Member and Ms. Shruti Gupta (Non-Executive Independent Director) as Member. Further, on the recommendation of Nomination and Remuneration Committee, the board has already framed a policy for selection and appointment of Directors, Key Management Personnels & Senior Management and their remuneration. The details in respect to the Attendance, Powers, Roles, and Terms of Reference etc. are provided in the Corporate Governance Report forming part of this Report. The Nomination and Remuneration Policy is available on the Companys website and the web link for the same is www.gargfurnacelimited.com

As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy is annexed as Annexure-5 hereto and forms part of this report.

STAKEHOLDER RELATIONSHIP COMMITTEE:

As required u/s 178 of the Companies Act 2013 and SEBI (LODR), Regulations, 2015, the Company has constituted stakeholder relationship committee. As on 31.03.2025, the committee consists of Ms. Amandeep Kaur (Non-Executive Independent Director) as Chairman, Ms. Purti Katyal (NonExecutive - Independent Director) as Member and Ms. Shruti Gupta (Non-Executive Independent Director) as Member. The details in respect to the Attendance, Powers, Roles, and Terms of Reference etc. are provided in the Corporate Governance Report forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As on 31.03.2025, the Corporate Social Responsibility Committee of the Company consists of Ms. Amandeep Kaur (Non-Executive Independent Director) as Chairman, Ms. Purti Katyal (Non-Executive - Independent Director) as Member and Ms. Shruti Gupta (Non-Executive Independent Director) as Member. The Composition and terms of Reference of the Corporate Social Responsibility Committee are in line with Section 135 of the Companies Act, 2013 and rules made thereunder and are provided in the Corporate Governance Report forming part of this Report.

MAINTENANCE OF COST RECORDS:

Pursuant to section 148 of the Companies Act, 2013 and Rules made thereunder, Board of Directors had, on the recommendation of the Audit Committee, appointed M/s Anju Pardesi, (Firm Registration Number: 003448) Cost Accountants, to audit the cost accounts of the Company for the financial year 2025-26 at a remuneration of 20000.00 plus service tax, out-of pocket and travel and living expenses, subject to ratification by the shareholders at ensuing annual general meeting. Accordingly, a resolution seeking members ratification for the remuneration payable to cost auditor is included in the Notice convening the annual general meeting.

The Company pursuant to the Rules made by the Central Government for the maintenance of Cost records under section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

REPORTING OF FRAUD:

There are no frauds on or by your Company, which are required to be reported by the Statutory Auditors of your Company.

DISCLOSURE AS PER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION, PROHIBIITON AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in our companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

During the year ended 31st March, 2025 the Committee did not receive any complaint pertaining to sexual harassment and there is no complaint pending as on the date of beginning of this Financial year and as on the date of the closure of this Financial year. Consequently, there are NIL cases disposed off during the year and NIL cases pending for more than ninety days.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

During the year under review, the Company has complied with the provisions relating to the Maternity Benefit Act 1961.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.

LISTING AGREEMENT:

To streamline the provisions of the Listing Agreement and its better enforceability the Securities and Exchange Board of India (SEBI), on September, 2, 2015 issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The said Regulation became effective from 1^st. December, 2015. In compliance of the said Regulations, the company has entered into Listing Agreement with the BSE Ltd. on 23^rd February, 2016.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES AND HOLDING COMPANIES:

Your Company does not have any Subsidiary, Joint Venture or Associate Company and Holding Company as on 31^st March, 2025.

STATUTORY AUDITORS & AUDITORS REPORT:

Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 M/s. Ashwani & Associates, Chartered Accountants, (Firms Registration No. 000497N), was appointed as Statutory Auditors of the Company by the Shareholders at their Annual General Meeting held on September 30, 2020, to hold office for a period of five years, from the conclusion of the 47th Annual General Meeting till the conclusion of the 52nd Annual General Meeting of the Company to be held in the year 2025.

The Statutory Auditors of the Company have submitted the Auditors Report on the Financial Statements of the Company for the Financial Year ended March 31, 2025. The Auditors Report is self-explanatory and requires no comments. Further, there were no adverse remarks or qualification in the Report that calls for Boards explanation. During the year under review, there were no frauds reported by Auditors under Section 143(12) of Companies Act, 2013.

Further, We wish to inform you that M/s. Ashwani & Associates, Chartered Accountants, (Firms Registration No. 000497N) were re-appointed as Statutory Auditors of the Company in the 52^nd Annual General Meeting (AGM) to hold office up to the conclusion of the 57^th AGM for a further period of five consecutive years to conduct the audit of the company for financial years commencing from 31.03.2026 to 31.03.2030. They are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company has been appointed Mrs. Nazma Khatoon to conduct the internal audit of the Company for the 3 quarters of the financial year 2024-2025.

Mrs. Nazma Khatoon performs the duties of internal auditors of the Company for the first 3 quarters of the financial year 2024-2025 and their report is reviewed by the audit committee.

However, Mrs. Nazma Khatoon has tendered her resignation from the post of Internal Auditor of the Company w.e.f. 21.02.2025. In her place, The Board has appointed Mr. Sahil Barniyal as an Internal Auditor of the company w.e.f. 21.02.2025 for the 4^th quarter for the financial year 2024-2025 and for the financial year 2025-2026.

Mr. Sahil Barniyal performs the duties of internal auditors of the Company for the 4th quarter of the financial year 2024-2025 and their report is reviewed by the audit committee.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, your Company has duly complied with applicable provisions of the Secretarial Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

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

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 134 (3)(m) of The Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure -6 and forms part of this report.

MATERIAL CHANGES OR COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There were no material changes or commitments, affecting the financial position of the company which have occurred between the end of Financial Year 31^st March, 2024 and the date of this report.

RISK MANAGEMENT POLICY

The Company has in place a risk management policy including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company and also the comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically as per the Risk Management Policy of the Company. The Board provides oversight and reviews the Risk Management Policy periodically.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 and applicable provisions of SEBI (LODR) Regulation, the Company has put in place an effective Vigil Mechanism/ Whistleblower Mechanism. The Vigil mechanism is implemented not only as a safeguard to unethical practices. This mechanism is intended to provide mechanism for reporting genuine concerns or grievance and ensure that deviations from the Companys Business Conduct Manual and Values are dealt with in a fair and unbiased manner. The mechanism also ensures the protection of whistleblower against the victimization for the disclosure made by him/her. Under the mechanism an Ethics committee has been established for managing the vigil mechanism and the mechanism also provides for direct access to the Chairman of the Audit Committee in exceptional circumstances. The Audit Committee reviews and ensures the adequacy of the system laid down by the Company for the said purpose.

No concern was reported in aforesaid connection during the financial year ended March 31, 2025. The Vigil Mechanism/Whistle Blower Policy is posted on the website of the Company and the web link for the same is https://gargfurnacelimited.com/details-of-establishment/

POLICIES:

Your Company has framed the Policies (i) the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; (ii) the Code of Conduct as required under SEBI (Prohibition of Insider Trading) Regulations, 2015, (iii) Policy on inquiry in case of leak of unpublished price sensitive information (UPSI) (iv) Policy for Preservation of Documents (v) Policy for determination of Materiality of the Disclosure of Events & Information (vi) Archival Policy and the same is available on the website of Company at https://gargfurnacelimited.com/

FAMILIARISATION PROGRAMMES:

The Company, at the time of appointing a Director, issues a formal letter of appointment which, inter alia, explains the role, functions, duties and responsibilities expected from him/her as a Director of the Company. All the Independent Directors are provided with all the Policies/Guidelines as framed by the Company under various statutes and SEBI Regulations, to familiarize them with Companys procedures and practices. Further, to update them on a regular basis, the Company provides copies of all the amendments in Corporate Laws, Corporate Governance Rules and SEBI Regulations. The details of Companys Policy on Familiarization Programs for Independent Directors are posted on the website of the Company and can be accessed at https://gargfurnacelimited.com/

GREEN INITIATIVE:

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies. Further, as per the provisions of Companies Act, 2013, the Company may send financial statements and other documents by electronic mode to its members. Your Company has decided to join the MCA in its environmental friendly initiative. Accordingly, henceforth Company propose to send documents such as Notice of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e-mail addresses of shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest e-mail addresses with their Depository Participant (D.P.) with whom they are having Demat A/c. We solicit your valuable cooperation and support in our endeavor to contribute our bit to the environment.

LISTING OF SECURITIES, LISTING FEES AND ANNUAL CUSTODY FEES:

The Securities of the Company are listed on BSE Limited (Scrip Code: 530615), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. The Company has paid the listing fee to the BSE Limited for the financial year 2025-2026. The Company has also made the payment of Annual Custody fee to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the financial year 2025-2026.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil

(c) number of shareholders to whom shares were transferred from suspense account during the year: Nil

(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Industrial Relations remained cordial throughout the year. A detailed section on Human Resources/Industrial Relations is provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

The requirement to disclose the 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 along with the reasons there of, is not applicable.

The Company has not defaulted in payment of interest and/ or repayment of loans to any of the financial institutions and/ or banks during the year under review is not applicable.

ACKNOWLEDGEMENT:

The Directors of the company wish to place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the Company.

Place: Ludhiana	For and on behalf of the Board
Date: 14.08.2025	For Garg Furnace Limited
	Devinder Garg
	Chairman and Managing Director
	DIN:01665456