Shri Gang Industries & Allied Products Ltd Directors Report

The provisions of Corporate Social Responsibility are applicable to the Company for the Financial Year ending March 31, 2025 and the Companys CSR Policy in line with the provisions of section 135 read with Schedule VII of the Companies Act, 2013 ("the Act"). Further, the Company is not required to constitute CSR Committee pursuant to section 135(9) of the Act.

The Company is committed to work towards the development of society. The Company strongly believes that sustained growth of business is growth of people around our operation and protection of environment where we operate. We understand wellbeing of the community around our business which helps in growth of business and hence we value people around our operational locations and promote inclusive growth. The Companys CSR spending is aligned with the requirements as laid down under Section 135 and Schedule VII of the Companies Act, 2013.

The Company has no subsidiary/ Joint Venture and Associate Company during the year under review.

In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of its knowledge and ability state that:

i. That in the preparation of the Annual Accounts for the financial year ended March 31, 2025, the applicable Accounting standards have been followed and that there are no material departures;

ii. That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended March 31, 2025;

iii. That 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;

iv. That accounts for the year ended March 31,2025 have been prepared following the going concern basis;

v. That Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

In terms of Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review is annexed separately forming part of the Annual Report.

The Company is committed to adhere to best corporate governance practices. The separate section on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations forms part of the Annual Report.

No material changes and commitments affecting the financial Position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, M/s. Pawan Shubham & Co., Chartered Accountants, having FRN.: 011573C, were appointed as the Statutory Auditors of the Company at the Thirty-Third (33^rd) Annual General Meeting of the Company held on September 30, 2022 for a period 5 years from the conclusion of the ensuing 33rd Annual General Meeting till the conclusion of 38th Annual General meeting of the Company at such remuneration as may be fixed by the Board of Directors of the Company.

The Notes on financial statement referred to in the Auditors Report for the Year ended March 31, 2025 are selfexplanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

During the year under review, there have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had re-appointed M/s. Monika Kohli & Associates, Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2024-25 to undertake the Secretarial Audit functions of the Company.

The Secretarial Audit Report in the prescribed form MR-3 for the financial year ended on March 31,2025 forms part of the Annual Report. The same is annexed as Annexure "B".

The Secretarial Auditor had pointed out a remark in its report that the equity shareholding of the promoters and promoters group in dematerialisation form is 98.51% as on March 31, 2025 against 100% as required under Regulation 31 of SEBI LODR.

Boards Reply on aforesaid remark: The Company had made request to all the shareholders including Promoter and Promoter Group through notice of last Annual General Meeting asking to dematerialize theirs shares. Similar request to all shareholders including Promoter and Promoter Group is being made in the notice of ensuing Annual General Meeting which is being sent to all the shareholders. As on March 31, 2025, the promoters Shareholding upto the extent of 98.51% has already been dematerialized. The Management has been following up with the rest of the Promoter and Promoter Group to get their shares dematerialized to make the Company compliant as per SEBI (LODR), Regulations, 2015.

Pursuant to the requirements under Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on the recommendation of Audit Committee of the Company, it is proposed to appoint M/s. Monika Kohli & Associates, Company Secretaries, a peer reviewed firm, as Secretarial Auditor of the Company to conduct secretarial audit for a period of one term of 5 (five) consecutive years, from FY 2025-26 to FY 2029-30, subject to approval of the Shareholders at the ensuing Annual General Meeting.

A consent letter has been received from M/s. Monika Kohli & Associates, Company Secretaries for their appointment as Secretarial Auditor of the Company for the period from FY 2025-26 to FY 2029-30.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with relevant applicable rules the Board of Directors has appointed M/s Padam Dinesh & Co., Chartered Accountants as Internal Auditor of the Company for the Financial Year 2024-25.

Internal Audit Reports are discussed with the management and are also reviewed by the Audit Committee of the Company. During the year under review, the Internal Auditors carried out their functions as per the scope of work assigned and placed their reports at the meetings of the Audit Committee.

The company has maintained the requisite cost records and accounts as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

The Company has documented its internal financial controls considering the essential components of various critical processes, both physical and operational. This includes its design, implementation and maintenance, along with periodic internal review of operational effectiveness and sustenance and whether these are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Internal financial controls with reference to the financial statements were adequate and operating effectively.

Committees of the Board

Pursuant to the requirements of Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has constituted the following Committees with adequate delegation of powers and authorities:

1. Audit Committee;

2. Nomination & Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Preferential Issue Committee

Out of the aforesaid committees, the details of the composition of the Committees, their terms of reference, attendance of Directors at meetings of the Committees and other requisite details as required under SEBI Listing Regulations are provided in the Corporate Governance Report which forms part of the Annual Report.

Pursuant to the provisions of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination & Remuneration Committee (NRC) of your Board had fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification / experience, areas of expertise and independence of individual.

The Board of Directors, on the recommendation of the NRC of the Company, had framed a Policy for Nomination and Appointment of Directors. Further, pursuant to provisions of the Act, the NRC recommended to the Board a Remuneration Policy for remuneration payable to, to the Directors, Key Managerial Personnel and Senior Management Personnel and other employees of the Company, which was duly approved by the Board.

During the financial year 2024-2025, the Board of Directors has met five (5) times. The number of meetings of the Board and various Committees of the Board including attendance, composition etc. are set out in the Corporate Governance Report which forms part of Annual Report. The intervening gap between the meetings was within the time limit prescribed under the provisions of Section 173 of the Companies Act, 2013 and SEBI Listing Regulations.

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on February 27, 2025.

The Independent Directors at the meeting, inter alia, reviewed the following:

• Performance of non-independent Directors and the Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors

• Assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Employees in the course of day-to-day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated Employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with Stakeholders.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys Shares and prohibits the purchase or sale of Company Shares by the Directors and the designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code.

Pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015, as amended, the Company has adopted Code

of Conduct to Regulate, Monitor and Report Trading by designated persons and immediate relatives of designated persons and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The Code also provides for preclearance of transactions by designated persons. Pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), the Company has a Structured Digital Database (SDD) in place and is maintained as stipulated by the SEBI Prohibition of Insider Trading Regulations, 2015.

During the year under review the Company has neither made any investment(s) nor given any loan(s) or guarantee(s) or provided any security which is covered under the provisions of Section 186 of the Companies Act, 2013.

During the financial year, the Company has entered into various transactions with related parties. All related party transactions are undertaken in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The detailed disclosure on related party transactions as per IND AS-24 containing name of related parties and details of the transactions entered into with them have been provided under Note No. 48 of the Standalone Financial Statements of the Company.

All the related party transactions entered into by the Company during the financial year were on arms length basis and in ordinary course of the business and none of the transactions could be considered material as covered under Section 188 (1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-2025 and hence does not form part of this report.

During the year, the company has neither accepted nor renewed any deposits from public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, are given hereinunder:

There was no Foreign Exchange Earnings and outgo during the year under review.

A key factor in determining a companys capacity to create sustainable value is the risks that the company is willing to take at strategic and operational levels and its ability to manage them effectively. Many risks exist in a companys operating environment and they emerge on a regular basis.

Risk Management is one of the key pillars of good corporate governance and contributes towards the long-term sustainability and growth of any organization. Maintaining effective risk management practices is one of our strategic priorities and is closely monitored by the Board of Directors and Senior Management.

To minimize the adverse consequence of risks on business objectives, the Company has framed this Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Companys Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The company has in place risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor non-business risks. The Company through Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Companys planning process.

There are no significant material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and operations in future.

In accordance with the Section 177(9) & (10) of the Companies Act, 2013 and rules framed there under, the Board has established the Vigil Mechanism/Whistle Blower Policy, a mechanism for all Directors and employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional

During the year under review no personnel has been denied access to the audit committee.

Your Company has established connectivity with both depositories - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, members holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s. BEETAL Financial & Services Private Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent across physical and electronic alternative.

The Companys shares are listed on the below mentioned Stock Exchange: - BSE Limited (BSE)

Phiroze Jeejeebhoy Towers,

25th Floor, Dalal Street, Mumbai - 400 001

Borrowings from Directors

Pursuant to Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014, it is stated that during the year under review, the Company has not taken any loan from Directors of the Company.

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

ii. The percentage increase in remuneration in the median remuneration of employee in the financial year: (-) 4.95%

iii. The number of permanent employees on the rolls of the Company at the end of the Financial Year: 235.

iv. Average Percentile Increase already made in the Salaries of Employees other than the Managerial Personnel in the last Financial Year and its Comparison with the Percentile Increase in the Managerial Remuneration:

• Percentage increase in the managerial remuneration for the year: 6.30%

• Percentage increase in salaries of Employees other than the Managerial Personnel: -4.95%

There was percentile decrease in the Salaries of Employees other than the Managerial Personnel, due to increase in the number of employees with lower salary base commensuration with their qualification and experience.

v. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

2. Disclosure in terms of Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: There was no employee who has drawn salary as mentioned in the aforesaid rule.

The Industrial Relations have continued to be stable and harmonious during the course of the year.

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

The Company has zero tolerance towards Sexual Harassment of Women at Workplace and values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and rules made there under, the Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment and Complying with the other applicable provisions of the Act.

As per the requirement of the POSH Act and Rules made thereunder, the Company constituted an Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, the Company has not received any complaint pertaining to sexual harassment.

Details of the Sexual Harassment complaints received and disposed off during the year under review:

The Company is committed to providing a healthy environment for all its employees conducive to work without the fear of prejudice and gender bias.

Pursuant to the provisions of the Maternity Benefit Act, 1961, as amended, during the financial year ended March 31,2025, there were no instances wherein any woman employee of the Company availed or applied for maternity benefits as stipulated under the Maternity Benefit Act, 1961, including but not limited to maternity leave, medical bonus, nursing breaks, or creche facility. Accordingly, the specific provisions of the Act were not attracted during the reporting period.

The Company remains committed to promoting gender diversity and supporting the rights and welfare of women employees by ensuring full compliance with applicable labour and welfare legislations.

There were no instances of deviation(s) or variation(s) in the utilization of proceeds from the allotment of 14,74,375 Compulsorily Convertible Preference Shares since the same was issued against the conversion of loan and no fresh funds were received by the Company.

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 or proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

• No Director has received any remuneration/commission from holding/subsidiary Company.

• There are no 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 thereof.

• During the year under review, there were no pecuniary transactions with any non-executive Director of the Company.

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by the government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. Your directors gives their sincere gratitude to the customers, clients, vendors and other business associates for their continued support to the Company. Your Directors also place on record their deep sense of appreciation for the devoted services rendered by all the employees of the company and for the continued co-operation & support received from shareholders of the Company.