Your Directors are pleased to present their Annual Report for the financial year ended on 31st March, 2023.

FINANCIAL RESULTS:

The financial performance of the company on a standalone basis for the Financial Year ended on 31^st March, 2023, as compared with the previous year is summarized as below:

(Amt. in Rs.)

PERFORMANCE OF THE COMPANY:

During the financial year 2022-23, the company has earned Revenue from Operation of Rs. 33,40,96,143/- as compared to Rs. 28,65,87,327/- during the previous financial year. Further, the company has recorded Profit after Tax of Rs. 1,65,70,614/- during the reporting year in comparison to Rs. 1,03,43,765/- earned in the previous financial year. Total Comprehensive income for the year is Rs. 1,68,46,514/- as it was Rs. 1,06,02,258/- in the previous year. Hence, we can say that comprehensive income of the company had been increased by more than 50% as compared to previous year. We assure for better performance of the company in the years to come.

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

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

RECOGNISITION FROM THE MINISTRY OF RAILWAYS, GOVERNMENT OF INDIA:

During the reporting period, your company had been recognized as an Approved Vendor from Ministry of Railways, Government of India

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 read with Rule 10 of the Companies (Accounts) Rules, 2014 and also read with Circular issued by the Securities and Exchange Board of India (SEBI) dated 05^th January, 2023 vide SEBI/HO/CFD/PoD-2/P/CIR/2023/4, soft copy of Annual Report of the company for the financial year 2022-23 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, the Annual Report for the F.Y. 2022-23 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 Company's website https://www.gangaforging.com/InvestorsRelation/AnnualReports and also available on the website of the Stock Exchange www.nseindia.com 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, your Directors do not recommend any dividend.

Moreover, no amount is being transferred to general reserves.

CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the year under report.

SHARE CAPITAL:

The paid up share capital of the company as on 31^st March, 2023 was Rs. 10,59,64,410 (Rupees Ten Crore Fifty-Nine Lacs Sixty-Four Thousand Four Hundred and Ten Only) divided into 10,59,64,410 (Ten Crore Fifty-Nine Lacs Sixty-Four Thousand Four Hundred and Ten) Equity Share of Re. 1/- (Rupee One Only) each.

After the end of Financial Year but before the date of signing of this report Following changes made in the capital of the company:

1. Authorized Share Capital of the Company had been increased from Rs. 12,00,00,000/- (Rupees Twelve Crores Only) to Rs. 18,00,00,000/- (Rupees Eighteen Crores Only) divided into 18,00,00,000 Equity Shares of Re. 1/- each.

2. Allotted 4,92,50,000 warrants each convertible into or exchangeable for 1 (one) fully paid-up equity share of the Company presently have face value of Re. 1/- (Rupees One Only) ("Equity Share") at a price of Rs. 5.20/- (Five Rupees and Twenty Paisa Only).

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

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 2022-23 is placed on the website of the Company at the link

https://www.gangaforging.com/investorsrelation/annualreports

BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:

During the year under review, 9 (Nine) number of Board meetings were held on 29/04/2022, 24/05/2022, 04/08/2022, 23/08/2022, 02/09/2022, 20/10/2022, 10/02/2022, 23/02/2022 and 07/03/2023 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 meeting of the Independent Directors of the company was held on 23^rd February, 2023 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.

Non- Executive including Independent Directors plays a crucial role in balancing the functioning of the Board by providing independent judgments on various issues raised in the Board meetings like formulation in business strategies, monitoring of performances etc. Their role, inter alia, includes:

• Impart balance to the Board by providing Independent Judgements

• Provide feedback on company's Strategy and Performances

• Provide effective recommendations for further improvements

• To balance and safeguard the interest of the Stakeholders

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

All the Independent Directors have confirmed and give a declaration to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and Regulation 16 read with regulation 25 of the Listing Regulations that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and also confirmed that they have registered themselves in the independent director's databank maintained by Indian Institute of Corporate Affairs as per rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

BOARD'S 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:

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

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 at the end of the financial year and of the profit of the company for that year;

c) 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;

d) he directors had prepared annual accounts on a going concern basis;

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 as at 31st March, 2023 based on the internal control over financial reporting criteria established by the company.

f) 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;

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 and for job work. The said transactions were carried on at arm's length price and in the ordinary course of business, and hence do not fall within purview of Section 188(1) of the Companies Act 2013. 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 AUDITOR'S REPORT:

Members are already aware that M/s. Nitesh A. Joshi & Co. Chartered Accountants [Firm Registration No. 127578W] Rajkot had been appointed as statutory auditor of the company in the Annual General Meeting of the company held on 24^th September, 2019 to hold office from the conclusion of that annual general meeting till the conclusion of Annual General meeting to be held in the 2024 (for the financial year 2023-24) by passing of Ordinary Resolution on such remuneration as may be decided and approved by Board of Directors of the Company in consultation with Audit Committee of the company.

The Auditor's Report along with financial statements and all its annexures forming part thereof for the financial year ended March 31, 2023 forms part of this Annual Report and same does not contain any qualification, reservation or adverse remark.

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

The matters which were of most significance in audit as per the opinion of the auditor, has been provided as key audit matters in their report read with the relevant notes to accounts in schedule are self-explanatory and do not require further explanation.

Audit Observations & reply of the Board:

Auditors have observed that there is delay in payment of undisputed statutory dues in few cases. The Board would like to clarify that due to financial crunches company fails to make the payment of dues within the prescribed time but it was not outstanding as at 31^st March, 2023 for more than six months. The management ensures for timely deposit of undisputed statutory dues from FY 2023-24 onwards.

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, Practising Company Secretaries, Rajkot as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for the FY 2022-23.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31, 2023 is attached to the Director's Report as "Annexure II".

Secretarial has observed that:

1. Compliances under Structural Digital Database: The company had installed the SDD Software in November, 2022 and therefore, entries are not made during the period from applicability of circular (i.e. July -2022 till October, 2022)

2. The Company created Charge with Axis Banks on working capital on all Moveable Fixed assets & Plant & Machineries [present and future] and on immovable properties for which, the Company had filed the e-Form CHG-1 for modification of Hypothecation with Additional Fees & for Equitable Mortgage of charge filed after due dates, with payment of Additional Fees and in the event have also paid Ad Valorem Duty. The said modifications in Charges were duly registered with the Registrar.

Reply of the Board of Directors on observations made by Secretarial Auditor:

1. The company had installed software of Structured Digital Database (SDD) in the month of November, 2022 and after that company had regularly complied with all the provisions related to SDD. Further, the Board shall take due care for the timely compliance of all the applicable provisions to the company.

2. Delay in filing of Form CHG-1 for Modification of equitable mortgage and for hypothecation was due to administrative delay from the Banker side. The Board shall ensure for timely compliance of all the applicable provisions to the company.

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

The Company is constantly taking various steps for conservation of energy. Further, your company is increasingly using information technology in its operations and promotes conservation of energy and resources.

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 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, at Ganga Forging Limited we strongly believe that it's our moral responsibility to play an active role in discharging the environmental and social obligations for the welfare of society in which we operate.

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 Company's 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 accorded complete protection from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded on the website of the company at http://www.gangaforging.com/investorsrelation/policiesandcodeofconduct

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 from CS Purvi Dave, Partner, MJP Associates, Practising Company Secretaries Certificate thereon 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, Mrs. Sheetal Chaniara, Wholetime Director [DIN: 07528297] will retire by rotation at the ensuing AGM, and being eligible, offer herself 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 her re-appointment is provided in the Notice.

As on 31st March, 2023, the Board of Directors comprised of the following Directors:

Further, in the Annual General Meeting held on 30^th September, 2022 Members had approved Re-appointment of Mr. Hiralal Tilva, Chairman and Managing Director, Mr. Rakesh Patel, Managing Director, Mrs. Parul Patel, Wholetime Director, Mrs. Sheetal Chaniara, Wholetime Director, Mr. Jasubhai Patel, Independent Director and Mr. Rameshbhai Dhingani Independent Director of the Company for second term of five-year based on recommendations made by the Nomination and Remuneration Committee and considered by the Board.

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://www.gangaforging.com/investorrelation/composition committee

1. AUDIT COMMITTEE:

Composition of the Audit Committee meets the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee comprised of 3 members. The details of composition of the Audit Committee along with their meetings held and attended is as follow:

During the year under report, meetings of the Audit Committee were held on 24/05/2022, 04/08/2022, 02/09/2022, 20/10/2022 and 10/02/2023.

2. NOMINATION AND REMUNERATION COMMITTEE:

Composition of the Nomination and Remuneration Committee meets the requirement of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Nomination and Remuneration Committee comprised of 3 members. The details of composition of the Nomination and Remuneration Committee along with their meetings held and attended is as follow:

During the year under report, Nomination and Remuneration Committee of the company met once on 02^nd September, 2022 and the said meeting was attended by requisite members of the committee.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition of the Stakeholders Relationship Committee meets the requirement of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Stakeholders Relationship Committee comprised of 3 members. The Stakeholders Relationship Committee is mainly responsible to review grievances related to security of the company and for redressal of any other complaints received from the investors/stakeholders of the company. The details of composition of the Stakeholders Relationship Committee along with their meeting held and attended is as follow:

During the year under report, Stakeholders Relationship Committee of the company met once on 23^rd February, 2023 and the said meeting was attended by requisite committee members.

CORPORATE POLICIES:

We seek to promote and follow the highest 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:

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

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:

1. Shri. Hiralal M. Tilva, Chairman and Managing Director

2. Mr. Rakesh Patel, Managing Director

3. Mrs. Sheetal S. Chaniara, Whole time Director

4. Mrs. Parulben R. Patel, Whole time Director

5. Ms. Drashti Vaghasiya, Company Secretary and Compliance Officer

6. Mrs. Avni Dadhaniya, Chief Financial Officer (CFO)

PARTICULARS Ol' IMPI.OYH S:

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, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Shareholders Relationship committee, 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 also evaluated by the independent directors at the separate meeting of the Independent Directors of the Company.

COST RECORDS AND AUDIT:

The company is not required to maintain cost records as prescribed by the Central Government under Section 148(1) of the Companies Act, 2013. Therefore, no cost records have been maintained by the company. Therefore, requirements for cost audit shall 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 2022-23 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. All women associated with the company are covered under Ihis 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://www.gangaforging.com/investorrelation/policiesandcodeofconduct.

To redress 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 2022-23:

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. 2022-23 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.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31st March, 2023, the Company doesn't have any Subsidiary, Joint Venture or Associate Companies.

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

1. 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;

2. 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;

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

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

5. 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.

6. 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.

7. 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.

8. 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 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 : 01/09/2023 By Order of the Board of Directors

For, Ganga Forging Limited

Place :Sadak Pipaliya

Sd/-

(Hiralal M. Tilva)

Chairman & Managing Director [DIN: 00022539]