Your Directors have pleasure in submitting Company's 52nd (Fifty-Second) Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2026.
1. FINANCIAL RESULTS
The Summarized standalone results of your Company are given in the table below:
(Rs. in lacs except EPS)
| |
Financial
|
Financial
|
|
Particulars
|
Year ended
|
Year ended
|
| |
31.03.2026
|
31.03.2025
|
|
Revenue from Business Operations
|
11,636.80
|
11,432.38
|
|
Other Income
|
28.78
|
44.79
|
|
Total Income
|
11,665.59
|
11,477.17
|
|
Total Expenses
|
10,254.11
|
10,399.13
|
|
Profit/Loss before tax
|
1,411.52
|
1,078.04
|
|
Less: Tax Expenses
|
|
|
|
Current Tax
|
385.86
|
224.33
|
|
Deferred Tax
|
-86.45
|
78.80
|
|
Net Profit/Loss After Tax
|
1,112.11
|
774.92
|
|
Paid up Equity Share Capital (Face Value Rs. 10 each fully paid up)
|
999
|
950
|
|
Other Equity
|
4,808.80
|
3,451.69
|
|
Earnings Per Share (EPS) (Basic)
|
11.13
|
8.54
|
2. STATEMENT OF COMPANY'S AFFAIRS
During the year under review,
a) the turnover of the Company in the financial year ended as on March 31, 2026 is 511,636.80 /- (INR in Lakhs) as against 11,432.38/- (INR in Lakhs) the previous year ended as on March 31, 2025;
b) the profit of the Company in the financial year ended as on March 31, 2026 is 1,112.11/-(INR in Lakhs) as against profit of 774.92/- (INR in Lakhs) in the previous year ended as on March 31, 2025.
3. TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profit for financial year 2025-26 in the statement of profit and loss. Therefore, Company has transferred Rs. 1,112.11/- (INR in Lakhs) to the retained earnings forming part of the reserves and surplus.
4. CHANGE IN NATURE OF BUSINESS
There has been no change in the Nature of Business during the year under review.
5. DIVIDEND
Your directors do not recommend any dividend during the year under review.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.
7. DIVIDEND DISTRIBUTION POLICY
Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') requires the top 1000 listed entities, based on market capitalization calculated as on March 31 of every Financial Year, to formulate a Dividend Distribution Policy and disclose the same in the Annual Report and on the website of the Company. However, Your Company is out of purview of top 1000 listed entities based on market capitalization calculated as on March 31 2026.
8. SHARE CAPITAL Authorised Capital:
During the year under review, the Authorised Capital remains unchanged and stood at Rs.
10.00. 00.000/-(Rupees Ten Crore) which is divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Ten each), as on March 31, 2026.
Paid up Capital:
As on March 31, 2026 the paid-up equity share capital of the Company stood at Rs.
9.99.00. 000 (Rupees Nine Crore Ninety-Nine Thousand) comprises of 99,90,000 (Ninety-Nine lakh Ninety Thousand) equity shares of Rs. 10/- (Ten each).
At the Meeting of the Board of Directors ("Board") held on Thursday, 03rd April, 2025, approved allotment of 4,90,000 equity shares of the Company upon conversion of 4,90,000 Convertible Warrants which were originally issued and allotted on 1st November, 2023. The details of allotment are as follows:
|
Sr.
No.
|
Name of Allotees
|
Category
|
No. of
Warrant
held
|
No. of warrants applied for conversion
|
No of equity shares allotted
|
Amount
received
|
|
1.
|
Bela Gajra
|
Promoter
|
4,90,000
|
4,90,000
|
4,90,000
|
2,20,50,000
|
Apart from as mentioned above, during the year the Company did not issue any equity shares, securities or instruments convertible into equity shares, sweat equity shares, or equity shares carrying differential voting rights.
9. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2025 -2026 https://ggautomotive.com/.
10. NUMBER OF MEETINGS OF BOARD
During the year under review Board of Directors of the Company have met Eight (8) times, accordingly Eight (8) Board Meetings of Board of Directors have been held.
|
SR. NO.
|
DATE OF MEETINGS
|
STRENGTH OF THE BOARD
|
NUMBER OF DIRECTORS PRESENT
|
|
1.
|
April 03, 2025
|
6
|
5
|
|
2.
|
May 08, 2025
|
6
|
6
|
|
3.
|
August 14, 2025
|
6
|
6
|
|
4.
|
August 22, 2025
|
6
|
6
|
|
5.
|
October 13, 2025
|
6
|
6
|
|
6.
|
January 12, 2026
|
6
|
6
|
|
7.
|
March 11, 2026
|
6
|
6
|
The details of Board Meetings and Committees, attendance of each Directors, Members have been in detailed provided in the Corporate Governance Report forming part of this Annual Return.
11. COMPOSITION OF VARIOUS COMMITTEES AND THEIR MEETINGS
Details of various committees constituted by the Board as per the provisions of Companies Act, 2013 and Listing Regulations and their meetings along with separate meeting of Independent Director are given in the Corporate Governance Report which forms a part of this report.
12. DIRECTOR'S RESPONSIBILITY STATEMENT
a. In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;
ii. 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 at the end of the financial year and of the profit and loss of the Company for that period:
iii. the Directors have taken proper and sufficient care 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;
iv. the Directors had prepared the annual accounts on a going concern basis;
v. 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
vi. 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.
13. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143 (12) of the Act, details of which needs to be mentioned in this Report.
14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6)
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.
In terms of regulation 25 (8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.
In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.
15. NOMINATION AND REMUNERATION POLICY
The Company has in place a Policy for the selection and appointment of Directors and their remuneration. The Nomination and Remuneration Company's policy on directors' appointment and remuneration also includes criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178. The weblink of the Policy on the website of the Company at https://ggautomotive.com/policies/ .
The Nomination and Remuneration (N&R) Committee has followed that policy which, inter alia, deals with the manner of selection of Board of Directors and CEO & Managing Director and their remuneration.
16. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all senior management personnel in the course of day-to-day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of conduct and Business Ethics also focuses on the Clean Environment, Safety & Health of the Customers and Society. The Code has been posted on the Company's website https://ggautomotive.com/policies/.
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 Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. A Certificate from the Managing Director to this effect form part of this report and annexed as Annexure-I.
17. CORPORATE GOVERNANCE REPORT
The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.
Further the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and
Part E of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this Annual Report as Annexure -II.
18. CEO/CFO CERTIFICATION
In terms of SEBI (LODR) Regulations, the Certificate signed by Mr. Kennedy Gajra, Managing Director and Mr. Manoj Sharma Rajkumar Bafna, Chief Financial Officer of the Company was placed before the Board of Directors along with Annual Financial Statement for the financial year ended March 31, 2025 at its meeting. The detailed certificate has been attached to this report as "Annexure-IN".
19. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review following changes within the composition of the Board of Directors were taken place:
a. Appointment/Re-appointment/Resignation of Directors:
i. The Appointment of Mr. Shriram Mishra (DIN: 11251485) as an Independent Director (Non-Executive) of the Company with effect from August 22, 2025 for the Period of Five (5) years to hold office up to the conclusion of this Annual General Meeting of the Company, not liable to retire by rotation. His Appointment shall be subject to the members approval at the 51st Annual general Meeting of the Company.
ii. Further Ruchi Sogani (DIN:02805170) due to her preoccupation and other commitments tendered her resignation from the position of Non-executive Director (Non -Independent) of the Company on 22.08.2025 with immediate effect. The Board acknowledges the same and inform the Exchange in compliance of the SEBI LODR regulation and other applicable laws.
In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.
Furthermore, at the ensuing 52nd Annual General Meeting following Appointment/Reappointment shall be proposed for members approval:
i. Mr. Pravin Kumar Shishodiya (DIN: 03011429), Non -Executive and Non-Independent Director of the Company, shall be retire by rotation at the forthcoming Annual General Meeting, and being eligible seeks reappointment.
b. Key Managerial Personnel (KMP):
Pursuant to Section 2(51) read with Section 203 of the Companies Act, 2013 read with Rules made thereunder, the following person has been designated as Key Managerial Personnel of the Company under the Companies Act, 2013:
|
Mr. Kennedy Ram Gajra
|
Managing Director & CEO
|
|
Mr. Anmol Gajra
|
Whole Time Director
|
|
Manoj Sharma
|
Chief Financial Officer
|
|
Ms. Lata Narang
|
Company Secretary & Compliance Officer
|
Apart from changes in the point (a) above there were no further changes in the directors and KMP of the company during the year under review.
c. Disqualification of Directors Under Section 164
None of the directors were disqualified from being appointed or re-appointed as directors of the Company or other companies as prescribed within the provision of section 164 of the Companies Act 2013. Furthermore, the Certificate of Non-Disqualification of Directors (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) have been attached to his Board report as "Annexure -IV".
20. SECRETARIAL AUDITOR
On recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on 22nd August, 2025 have appointed M/s. HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further the recommendation for the Appointment of M/s. HSPN & Associates LLP, Company Secretaries as Secretarial Auditors of the Company to carry out the Secretarial Audit for the period of Five (5) years (i.e. from 2025-26 to 2029-30) has been made for the shareholders' approval at the 51st Annual General Meeting of the Company.
Further, the Secretarial Audit Report issued by M/s. HSPN & Associates LLP, Company Secretaries for the financial year 2025-2026 is annexed herewith and forms part of this report as "Annexure V".
21. INTERNAL AUDITOR
On recommendation of Audit Committee, the Board of Directors of the Company at its meeting held on 22nd August, 2025 has appointed M/s. Tanishq Tharani & Co., Chartered Accountants, Mumbai, as internal auditor of the Company for financial year 2025 -26 on such remuneration as may be decided by the Board of directors of the Company with the mutual consent of the auditors and in consultation with Audit Committee if any.
22. STATUTORY AUDITOR
The Members of the Company at their 49th (Forty Ninth) Annual General Meeting held on Monday, August 21, 2023 on the recommendation of Audit Committee appointed M/s. S. N. Gadiya & Co. Chartered Accountants (Firm Registration No. 002052C) having Peer Review No. 012731 as Statutory Auditors of your Company for a period of 5 consecutive years from the conclusion of 49th Annual General Meeting till the conclusion of 54th (Fifty fourth) Annual General Meeting to be held in the year 2028.
23. COST AUDITOR AND COST AUDIT
Maintenance of cost records as prescribed under the provisions of Section 148(l) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the financial 2025-26. Accordingly, such accounts and records are not made and maintained by the Company for the said period.
Further, the Company was not required to appoint Cost Auditor under the provisions of section 148 of the Companies Act, 2013 as the same was not applicable to the Company during the financial year under review.
24. EXPLANATION OR COMMENTS BY THE BOARD OF DIRECTORS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
a. Auditors Qualification:
There were no qualifications, reservations or adverse remarks made by the Auditor in his report made for the financial year under review.
b. Secretarial Audit Report by Practicing Company Secretary:
|
Observations by Secretarial Auditor
|
Explanation or comments by the board of directors
|
|
2,45,732 (Two Lakhs Forty-Five Thousand Seven Hundred and Thirty-Two) Equity shares constituting 6.41% of entire promoter shareholding is yet to be dematerialize.
|
The Company in a process of dematerialization of the same.
|
|
The composition of the Board of Directors was not in compliance with Regulation 17(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and accordingly, a penalty was imposed by BSE. As of the date of this report, the Company has appointed the requisite Independent Director, and the Board is now in compliance with Regulation 17(1)(a) of the SEBI (LODR) Regulations, 2015.
|
The Company had filed an application with BSE seeking waiver of the penalty imposed for non-compliance. However, the waiver application was rejected by BSE. Subsequently, the Company has filed an appeal before the Securities Appellate Tribunal (SAT) dated 24th March, 2026 against the order issued by BSE. The matter is currently pending adjudication.
|
|
Regulation 30(6) read with Part A of Schedule III of SEBI (LODR) 2015, there has been delay of 4 days in intimating to stock exchange regarding levy of penalty by BSE.
|
The email from BSE Limited for imposition of fine was received during weekend and since our office was closed. The communication came to notice only upon resumption of office and post intimation was submitted with the BSE immediately. The delay was inadvertent and not deliberate. The Company will ensure timely submission of intimation and communication to the stock exchange in future.
|
Apart from as mentioned above there were no further qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report made for the financial year under review.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not made Loans, Guarantees or Investment made by the Company under Section 186 of the Companies Act, 2013. Also, Company has not given any guarantee during the year under review.
26. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company operates as a single entity with no subsidiaries or Joint Venture or Associate Companies as explained within the meaning of the Companies Act, 2013. Since the company has no Joint Venture or Associate companies the company is not required to give information in AOC-1 as required under Companies Act, 2013. Further the Company was not required to consolidates its accounts and present Consolidated Financial Statements of the company as part of the Annual Report for the Financial Year 2025-26.
Names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year - NIL.
27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.
28. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO.
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as below:
A. CONSERVATION OF ENERGY:
(i) Steps taken or impact on conservation of energy: The company is taking adequate steps progressively on conservation of energy.
(ii) Steps taken by the Company for utilizing alternate sources of energy: The
company is not making use of alternate sources of energy.
(iii) capital investment on energy conservation equipment's: During the Financial year 2025 -2026 the company has not spent amount on capital investment on energy conservation equipment.
B. TECHNOLOGY ABSORPTION
|
1
|
The efforts made towards technology absorption
|
During the year the company has not made any technological changes.
|
|
2
|
The benefits derived like product improvement, cost reduction, product development or import substitution
|
The installed equipment's has resulted in enhanced production capacity and better-quality product at lower power consumption.
|
|
3
|
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:
|
The company has not imported technology during the last 3 financial years.
|
| |
a) the details of technology imported
|
NA
|
| |
b) the year of import
|
NA
|
| |
c) whether the technology been fully absorbed
|
NA
|
| |
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
|
NA
|
|
4
|
The expenditure incurred on Research and Development.
|
NA
|
|
C. FOREIGN EXCHANGE EARNINGS & OUTGO
(Rs. in Lacs)
|
|
Particulars
|
31.03.2026
|
31.03.2025
|
|
Earnings
|
0.03
|
0.13
|
|
Outgo
|
—
|
0.91
|
29. STATEMENT INDICATING/CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company is exposed to risks such as, Occupational health & safety hazards, Quality of Products, Business dynamics Risks, Business Operations Risks, Credit Risks, Pollution Free Environment Risk, Market Risks/Industry Risks, Human Resource Risks, Legal Risks, Data Protection Risk and Operational risk that are inherent in the industry in which it is operating.
The Company has adopted the systematic approach to mitigate the risk associated with the objectives, operations, revenues and regulations. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Board of Directors of the Company. The Company was not required to constitute Risk Management Committee.
30. STATEMENT ON CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 were not applicable to the Company during the financial year under review, as the Company did not meet any of the prescribed thresholds relating to net worth, turnover, or net profit specified under Section 135(1) of the Act.
Based on the audited financial statements for the financial year 2024-25, the Company continues not to satisfy any of the applicability criteria prescribed under Section 135(1) of the Act. Accordingly, the Company is not required to constitute a Corporate Social Responsibility (CSR) Committee or formulate a CSR Policy, and no CSR expenditure is required for the financial year 2025-26.
|
31.
|
DEPOSITS
A. The Details relating to Deposits, covered under Chapter V of the Act: -
|
| |
a)
|
accepted during the year;
|
NIL
|
| |
b)
|
remained unpaid or unclaimed as at the end of the year;
|
NIL
|
| |
c)
|
whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:
|
NA
|
| |
|
a)
|
at the beginning of the year;
|
NIL
|
| |
|
b)
|
maximum during the year;
|
NIL
|
| |
|
c)
|
at the end of the year;
|
NIL
|
B. The details of Deposits which are not in Compliance with the requirements of Chapter V of the Act: - NIL
C. Further, the Company has been in compliance with the provisions of rule 16 and 16A of the Companies (Acceptance of Deposits) Rules, 2014, for the financial year 202526.
32. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Non-Executive Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.
The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures, maintaining higher governance standards and updating the Independent Directors on key topics impacting the Company. The weblink of the
Performance Evaluation Policy on the website of the Company at https://ggautomotive.com/policies/.
33. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE DURING THE YEAR:
BSE vide its letter dated 28-11-2025 has imposed a penalty of Rs. 306800 (Three Lakhs Six Thousand Eight Hundred) for non-compliance of Regulation 17(1) of SEBI (LODR) Regulations, 2015. However, Company has filed appeal dated 23rd May, 2026 with Securities Appellant Tribunal against the order dated 24th March, 2026 of the Internal Regulatory Oversight and Review Group (IRORG) of BSE Limited in the matter of fines levied by BSE for non-compliance of Reg 17(1) SEBI (LODR) Regulations, 2015. and the matter is still pending as on date of this report.
Apart from as mentioned above, there is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the year.
34. INTERNAL CONTROL SYSTEM
The Company's internal controls system has been established on values of integrity and operational excellence and it supports to attain maximum customer satisfaction by ensuring timely supply of quality products, To Minimize employee turnover ratios, to retain its valuable knowledge base and to Grow exponentially with commitment towards continual improvement, while focusing on safeguarding the environment preservation of natural resources & adhering to legal compliances. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations.
35. COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, SEXUAL HARASSMENT:
The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. The Company has in place a Policy in line with the requirements of the sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The policy
formulated by the Company for prevention of sexual harassment is available on the website of the Company at https://ggautomotive.com/policies/.
The Company has complied with the provision relating to the constitution of Internal Committee under POSH, 2013. During the year under review, no compliant pertaining to sexual harassment at work place has been by the Company. The following is the status of the complaints received and resolved during the financial year:
|
Number of complaints received:
|
Nil
|
|
Number of complaints disposed off:
|
Nil
|
|
Number of complaints beyond 90 days:
|
Nil
|
36. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as of March 31, 2026.
37. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013
During the year under review the Company have not entered into any related party transactions as prescribed under section 188 of the Companies Act, 2013. Therefore, there is no requirement of reporting in AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
38. 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
No Such instances occurred during the year under review.
39. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.
The Company has Complied with the provision relating to the Maternity Benefit Act, 1961.
40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of SEBI (LODR) Regulations is given separately and forms part of this 52nd Annual Report of the Company.
41. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Kamlesh Joshi, The Chairperson of the Audit committee of the Company in appropriate and exceptional cases. The detailed Vigil Mechanism of the Company is Uploaded and may be accessed on the Company website i.e. at https://ggautomotive.com/policies/
42. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.
43. CREDIT RATING
Details of the Credit Rating Obtained during the year is mentioned below:
Crisil Ratings has reaffirmed its 'Crisil BBB-/Stable/Crisil A3' ratings on the bank loan facilities of GG Automotive Gears Ltd (GGAGL). The ratings continue to reflect the company's established market position in the locomotive gear business supported by an experienced management team, improving business performance and moderate financial risk profile. These strengths are partially offset by susceptibility of operating margin to volatility in raw material prices, vulnerability to risks inherent in tender-based business and working capital-intensive operations.
There is no change in the credit ratings during the year under review.
44. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge
products backed with dependable after sales services. Following the vision your Company is committed to creating and maximizing long-term value for shareholders.
45. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operation include global and domestic demand and supply conditions affecting selling prices of raw materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.
46. PREVENTION OF INSIDER TRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has formulated and adapted a coder for Prevention of Insider Trading.
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 Company's 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.
All Board Directors and the designated employees have confirmed compliance with the Code.
The Company is maintaining the Structural Digital Database (SDD) internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database in compliance with SEBI (PIT) Regulations, 2015.
47. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT ("BRSR")
The Business Responsibility & Sustainability Report ("BRSR") for the year under review was not applicable to the Company, as stipulated under SEBI (LODR) Regulations as the company was not falling among the mandatory top 1000 Listed companies in India based on the market capitalization therefore the same was not required to be given to this Annual Report of the Company.
48. OTHER DISCLOSURES
a. Particulars of employees:
The Statement of Disclosure of Remuneration under Section197 of the Companies Act, 2013 read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure-VI".
b. Status of Listing Fees:
The Shares of the Company are continued to be listed on the BSE Limited ("BSE"). Listing Fees till date have been duly paid to BSE, where Company's shares are Listed.
c. Disclosure pursuant to Section 197(14) of the Companies Act, 2013 and rules made thereunder:
None of the Director of the Company was in receipt of any commission from the company, further none of the directors of the Company are in receipt of any remuneration and/or commission from any subsidiary Company.
d. Registrar and Share Transfer Agent:
M/s Purva Sharegistry India Private Limited, 1 Unit No. 9, Ground Floor, Shiv Shakti Ind. Estt, J. R. Boricha Marg, Lower Parel East, Mumbai -400011, Maharashtra, is the Registrar and Share Transfer Agent of the Company for the physical and Demat shares. The members are requested to contact directly for any requirements.
e. Research and Development and Quality Control:
The activities of R & D consist of improvement in the process of existing products, decrease of effluent load and to develop new products and by-products.
The management is committed to maintain the quality control and it is the strength of the Company. All raw material and finished products and materials at various stages of process pass through stringent quality check for the better result and product.
f. During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:
i. issue of equity shares with differential voting rights as to dividend, voting or otherwise;
ii. issue of shares (including sweat equity shares) to employees of the Company under any scheme;
iii. raising of funds through preferential allotment or qualified institutional placement: No other instances occurred during the year under review, except as provided under the Point no. 27 of the Board report.
iv. instance of one-time settlement with any bank or financial institution.
49. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy https://ggautomotive.com/policies/ for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
50. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization program aims to provide Independent Directors with the pharmaceutical industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company's familiarization program for Independent Directors is posted on Company's website at https://ggautomotive.com/policies/.
51. POLICIES
The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from
time to time. The policies are available on the website of the Company at https://ggautomotive.com/policies/.
52. ACKNOWLEDGEMENTS:
Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed greatly to achieving the goals set by your Company. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.
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