The D irectors of your company have pleasure in presenting the 51“ A

the affair of the company together with the Audited Accounts for the financial year

ending 31st March, 2024.

FINANCIAL RESULTS (Rupees in Lakhs)

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 (^^CA) under Section 133 of the Co mpanies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

DIVIDEND

The Board of Directors does not recommend payment of dividend for the year under review.

TRANSFER TO RESERVE:

During the year under review, the Company has not transferred any amount to the General Reserve.

SHARE CAPITAL

As on IMarch 31, 2024, the Authorised Share Capital of the Company 'was Rs.

10,00,00,000/- divided into 1,00,00,000 Eq uity Shares having face value of Rs. 10/- each. Further as on March 31, 2024, the issued, paid up and subscribed Share capital of the Company stood at Rs. 4,60,87,000/- divided into 46,08,700/- E quity Shares having face value of Rs. 10/- each.

During the year under review, . The Comp any has issued 28,00,000 convertible warrants out of which 6,00,000 warrants were converted into Equity Shares on

28.03.2024. The Comp any has allotted 6,00,000 E quity Shares pursuant to conversion of

'warrants. The Comp any has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or s'weat equity. As on March

31, 2024, Sh. Devinder Garg, Managing Director, Sh. Toshak Garg, Managing Director and Smt. V aneera Garg, Wholetime Director of the Company hold Convertible Warr ants into Equity Shares of the Company. Further there 'was no public issue, rights issue, bonus issue etc. during the year.

OPERATIONS

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 M anagement Discussion and Analysis Report which form an integral part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company has been constituted in accordance with the applicable provisions of the Companies Act, 2013 ( Act ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("L isting Regulations "). The Board meets at regular intervals to discuss and decide on policy and strategy apart from other business discussions. Ho'wever, in case of a special and urgent business need, the Board s approval is taken by passing resolution(s) through circulation, as permitted by law, which is confirmed in the subsequent Board Meeting.

There Ýwere 14 (F ourteen) meetings of the Board held during the year under review and the dates of the meetings are as follow!

27/04/2023, 30/05/2023, , 07/07/2023, 14/08/2023, 21/08/2023, 07/09/2023, 25/09/2023, 14/11/2023, 30/11/2023, 19/12/2023, 22/12/2023, 14/02/2024, 19/02/2024, and 28/03/2024.

COMMITTEES OF THE BOARD:

The B oard has constituted the following committees!

1. AUDIT COMMITTEE

During the year the constitution of the Audit Committee 'was changed w.ef. 14.08.2023.

Accordingly the Board has inducted IMs. P urti Katyal (N on'Executive Independent Director) as member of the Committee with effect August 14, 2023. Accord ingly as on March 31, 2024, the Audit Committee of the C ompany consists of Ms. Am m andeep Kaur (N on'Executive Independent Director) as Chairman, Ms. P urti Katyal (N on'Executive ' Independent Director) as IMe^ber and Ms. Jyoti Batra (N on'Executive Independent Director) as ^^e^ber. The Composition and ter^s of Reference of the Audit Committee is in line with Section 177 of the C ompanies Act, 2013 and rules made thereunder.

During the year under review, the Audit Committee met on Six (6) occa sions viz.

30.05.2023, 14.08.2023, 07.09.2023, 14.11.2023, 30.11.2023 and 14.02.2024. The members of

the Committee are the persons with ability to read, understand the Financial Statement. Not more than 120 days lapsed between any two consecutive meetings of the Audit Committee during the year. There has been no instance, where the Board has not accepted any recommendation of the Audit Committee. The necessary quorum was present at all the Me etings.

2. STAKEHOLDERS RELATIONSHIP COMMITTEE

As on March 31, 2024, the Stakeholders Relati onship Committee of the Company consists of Ms. A mandeep Kaur (N on'Executive'Independent Director) as Chairperson, Ms. Jyoti Batra (N on'Executive Independent Director) as IMe^ber and Ms. P urti Katyal (N on' Executive Independent Director) as IMe^ber. The Composition and Terms of Reference of the Stakeholders Relationship Committee are in line with Section 178 of the Companies Act, 2013 and rules made the reunder.

During the year under review, the Stakeholders Relationship Committee met on ^)ne (1) occasions viz. 22.12.2023. The necessary quorum 'was present at all the meetings. No complaints remained unattended/ pending for more than thirty days. The C ompany has no share transfers/ transmission pending as on 31st March, 2024. F urther, no shareholders complaint/ grievance 'were received under 'SCORES' during the Financial

Year 2023'2024.

3. NOMINATION AND REMUNERATION COMMITTEE

During the year, the constitution of the Nomination and Remuneration Committee was

changed w.ef. 30.11.2023. Accord ingly the Board has inducted Ms. P urti Katyal (N on' Executive Independent Director) as member of the Committee with effect August 14, 2023. Acco rdingly as on March 31, 2024, the N omination and Remuneration Committee of the Company consists of Ms. A rnandeep Kaur (N on'Executive Independent Director) as Chairman, IMs. P urti Katyal (N on'Executive ' Independent Director) as Member and Ms. Jyoti Batra (N on'Executive Independent Director) as IMe^ber.. The Composition and terms of Reference of the Nomination and Remuneration Committee are in line with Section 178 of the C ompanies Act, 2013 and rules made thereunder.

During the year under review, the Nomination and Remuneration Committee met on

Four (4) occasions viz.27.04.2023, 30.05.2023, 14.08.2023 and 30.11.2023. The necessary

quorum 'was present at all the meetings.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31, 2024, the Corporate Social Resp onsibility Committee of the Company consists of Ms. A andeep Kaur (N on-Executive Independent Director) as Chairman, Ms. P urti Katyal (N on-Executive - Independent Director) as Member and Ms. Jyoti Batra (N on-Executive Independent Director) as IMe^ber. The Composition and ter^s of Reference of the Corporate Social Responsibility Committee are in line with Section 135 of the Companies Act, 2013 and rules made thereunder.

During the year under revie'w, the Corporate Social Responsibility met on One (1) occasion viz. 14.02.2024. The necessary quorum 'was present at all the meetings.

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 C ompanies Act, 2013. The CSR Policy of the C ompany

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 20232024 is attached here with as Annexure 1.

Annexure‘1

@A ppointed as M anaging Director with effect from 14th A ugust, 2023 $ Ceased to be a Director with effect from 30th May, 2023 Appointed as an Independent Director with effect from 27th April, 2023 # A ppointed as an Independent Director with effect from 14th A ugust, 2023

DIRECTORS' RESPONSIBILITY STATEMENT

As required under clause (c) of sub^-section (3) of section 134 of C o^panies Act, 2013

directors, to the best of their knowledge and belief, state that -

a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures

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 loss of the Company for that period)

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities)

d) the directors had prepared the annual accounts on a going concern basis) and

e) the directors had laid do'wn internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively) and

f) 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.

DECLARATION BY INDEPENDENT DIRECTORS

In ter^s of Section 149(7) read with Schedule IV 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 do'wn under Section 149(6) of the Act, Regulation 16(1)(b) of the SEBI Li sting 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 (Appo int^ent and Qualifications of Directors) Rules, 2014. I n the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act

and Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company s Code of Business Conduct & Ethics.

POLICIES

Your Company has framed the Policies (i) the Code of Practices and Procedures for Fair Disclosure of Unpublished Price S ensitive Information; (ii) the Code of Conduct as required under SEBI (Proh ibition 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 M ateriality of the Disclosure of Events & Information (vi) Archival Policy and the same is available on the website of Company at https://gargfurnacelimited.com/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The C ompany, 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 Co mpanies Act, 2013.

Information regarding loans, guarantees and investments covered under the

provisions of section 186 of the C ompanies Act, 2013 are detailed in the Financial Statements at Note No. 4.

PARTCULARS OF CONTRACTS AND ARRANGEMENT MADE WITH RELATED PARTY TRANSACTIONS

During the year under review, the Company is in compliance with the applicable

provisions of Section 177 and 188 of the Co mpanies Act, 2013 and SEBI (LODR)

Regulations, with respect to transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards. All the related party transactions entered into by the Company 'were in the ordinary course of business and 'were entered at Arm s Length basis, none of which 'was material in accordance with the Companys Related Party T ransactions Policy. Acco rdingly, the disclosure of Related Party Transactions as

required under Section 134(3)(h) of the C ompanies Act, 2013 in Form AOC-2 is annexed

as Annexure-2. Further there are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

Prior approval of the Audit Committee was also obtained for all the transactions entered into during the year 2022-23 by the Company with its Group Companies. The details of all the related party transactions were placed before the Audit Committee and Board for its consideration and ratification on quarterly basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred bet'ween the end of the financial year of the Company and the date of this Report.

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

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and O utgo as required under Section 134 (3)(m) of The Companies Act, 2013 read with Rule 5 of C ompanies (Acc ounts) Rules, 2014 is annexed herewith as Annexure -3 and for^s part of this report.

RISK MANAGEMENT POLICY

The C ompany 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 ^^anagement Policy of the Company. The Board provides oversight and reviews the Risk Management Policy periodically.

FORMAL ANNUAL EVALUATION OF THE RFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of the SEBI (LODR) Re gulations 2015, the Bo ard in consultation with the Nomination and

Remuneration Committee had adopted the frame'work for the Annual Evaluation of the Board, its Committees and Individual Directors. During the year under review, the Board has also carried out an Annual Performance Evaluation of its own performance, the Directors individually as 'well as the evaluation of the working of the Committees.

SUBSIDIARIES AND JOINT VENTURE

The C ompany does not have any subsidiary, associate and Joint Venture Company as on March 31, 2024. There was no change in the Subsidiaries, Joint Ventures or Associate Companies of the Company during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board of Directors consists of 6 (Six) Directors i.e. 2 (T'wo) M anaging Directors, 1 (O ne) Wholetime Director and 3 (Three) Non-Executive Independent Directors.

Wo man Director:

In terms of the provisions of Section 149 of the C ompanies Act, 2013, y our Company has Mrs. V aneera Garg, ^^s. Jyoti Batra, ^^s. Purti Katyal and Ms. A m andeep Kaur as W oman Directors on the Board as on ^^arch 31, 2024.

Changes in the Board of Directors and Key M anagerial Personnel

a) In light of the provisions of the Companies Act, 2013, Mr. Devinder Garg (DIN: 01665456) M anaging Director of the Company, retires from the Board by rotation this

year and being eligible, offers himself for re-appointment. The I nformation as required

to be disclosed a per regulation as applicable of SEBI (LODR) Re gulations 2015 in case of

re- appointment of the director is provided in the Notice of the ensuing annual general meeting.

b) Ms. Sh ruti 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 C ompanies Act, 2013.

Ms. Sh ruti Gupta is not disqualified from being appointed as Director in terms of Section 164 of the Act. As per the rec ommendation 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. 23 July, 2024.

The C ompany had also received a declaration from Ms. Sh ruti Gupta declaring that she meets the criteria of independence as provided under Section 149(6) of the C ompanies

Act, 2013.

In the opinion of the Board, Ms. Sh ruti Guptafulfills 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 Obligati ons and Disclosures Requirements) Regulation, 2015.

c) Mrs. Jyoti Batra (DIN: 10009491) 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 27th April, 2023, with effect from 27th April, 2023, in accordance with provisions of section 161 of the C ompanies Act, 2013.

Mrs. Jyoti B atra is not disqualified from being appointed as Directors in terms of Section 164 of the Act. As per the rec ommendation of Nomination and Remuneration Committee and based on the performance evaluation, the Board had recommended

the appointment of Mrs. Jyoti Batra (DIN: 10009491) as Independent Director of the Company for a period of five years 'w.e.f. 27th April, 2023.

The Co mpany had also received a declaration from Mrs. Jyoti B atra declaring that she meets the criteria of independence as provided under Section 149(6) of the C o^panies

Act, 2013.

In the opinion of the Board, Mrs. Jyoti Batra 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 Obligati ons and Disclosures Requirements) Regulation, 2015.

Further, Ms. Jyoti B atra has resigned from the post of Non-Executive Independent Director of the Company 'w.e.f. 23rd July, 2024 and the Board accepted the same

d) Mrs. Purti Katyai (DIN: 09251560) 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 August 14, 2023, with effect from August 14, 2023, in accordance with provisions of section 161 of the C ompanies Act, 2013.

M rs. Purti Katyal is not disqualified from being appointed as Directors in terms of Section 164 of the Act. As per the reco mmendation of Nomination and Remuneration Committee and based on the performance evaluation, the Board had recommended

the appointment of M rs. Purti Katyal (DIN: 09251560) as Independent Director of the Company for a period of five years for a period of five years 'w.e.f. August 14, 2023.

The Co mpany had also received a declaration from M rs. Purti Katyal declaring that she meets the criteria of independence as provided under Section 149(6) of the C ompanies

Act, 2013.

In the opinion of the Board, M rs. Purti Katyal 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 Obligati ons and Disclosures Requirements) Regulation, 2015.

e) During the year under review, Mrs. V aneera Garg, 'was redesignated as Wholetime Director of the Company from Non-Executive Director 'w.e.f. 14th A ugust, 2023 by the Board on the recommendation of Nonimation and Remuneration Committee in their

meeting held on 14.08.2023 and shareholders had approved the same in their 50th Annual General Me eting held on 22nd December, 2023.

f) During the year under review, ^^r.Toshak G arg 'was appointed as ^^anaging Director of the Company by the Board on the recommendation of Nomination & Re muneration

Committee in their meeting held on 14.08.2023, with effect from 14.08.2023 and

shareholders had approved the same in their 50th A nnual General Me eting held on 22 nd

December, 2023

As on March 31, 2024, the Comp any has following Key M anagerial Personnel:

1. Mr. Dev inder Garg — C hairman and IManaging Director

2. Mrs. V aneera Garg - Wholetime Director

3. IMr. Toshak Garg — Managing Director

4. Mr. G urmeet Singh Battu — Chief F inancial O fficer

5. Mrs. S upreena Tagra — Company Secretary and Compliance O fficer

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there 'were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

CHANGE IN THE NATURE OF BUSINESS:-

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Comp any has put in place adequate Internal Financial Controls commensurate with the size and the nature of its business in order to facilitate a timely and accurate compilation of financial statements.

Further, the statutory auditors of the Company have verified the systems and processes and confirmed that the internal financial controls system over financial reporting is operating effectively. Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Acc ounts ) Rules, 2014, the C o^pany has not appointed any Internal Auditor of the Company. The Internal Auditor reports to the Audit Committee and his reports are discussed and reviewed by the Audit Committee of the Board. All the significant audit observation and follow up action thereon are reviewed of by the Audit Committee. The Committee oversees the adequacy of Internal Control.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Boa rd under Section

143(12) of Act and Rules fra^ned thereunder.

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

The Comp any has zero tolerance for sexual harassment for 'women at 'workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of ^Wo^en at Workplace (Prev ention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. The Co mpany has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of ^Wo^en at Workplace (Prev ention, Prohibition and Redressal) Act, 2013. D uring the financial year 2023-2024, the C ompany has not received any complaint on sexual harassment and hence no complaint remains pending as of March 31, 2024 and March

31, 2023.

CORPORATE GOVERNANCE

Pursuant to provisions of Regulation 15(2) of the Se curities and Exchange Board of India (Listing Obligati ons and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation

46 and para C , D and E of Sch edule V is not applicable to the Co^npany as the paid up equity share capital of the Company was Rs. 400.87 i akh and net worth of the Company was Rs. 2069.78lakh as on the last day of the previous financial year i.e. March 31, 2023 which is not exceeding Rs. 10 Crores and Rs. 25 Crores, respectively as per the latest audited Financial Statements as at March 31, 2023.

As per the paidup Captal and Net worth of the Company as latest Audited Financial

Statements as at IMarch 31, 2024 is exceeding Rs. 10 Crores and Rs. 25 Crores,

respectively, so Company has complied with the provisions of Regulation 15(2) of the

SEBI (LODR) Regulations, 2018

DISCLOSURE OF REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY:

The information required pursuant to the provisions of Section 197 (12) read with rule 5 (1), 5(2) and 5(3) of the Co mpanies (Appo int^ent and Remuneration of M anagerial Personnel) Rules, 2014 is annexed hereto as Annexure - 4 and for^s part of this report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 and applicable provisions of SEBI (LODR) Regulation, the Company has put in place an effective Vigil (Mechanise/ ^Whi stleblower 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 Company s Business Conduct IManual 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. U nder 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 A udit Committee reviews and ensures the adequacy of the system laid do'wn by the Company for the said purpose.

No concern 'was reported in aforesaid connection during the financial year ended

March 31, 2024. The Vigil Mech anism /Whistle B lower Policy is posted on the website of

the Company and the 'web link for the same is https://gargfurnacelimited.com /details-of-establishment/

STATUTORY AUDITOR

Pursuant to Section 139 of the Co mpanies Act, 2013 read with the Companies (A udit and Auditors) Rules, 2014 IM/s. Ashwani & Associates, Chartered Accountants, (Fir^s Registration No. 000497N), was appointed as Statutory Auditors of the Company by the Shareholders at their Annual General Me eting held on September 30, 2020, to hold office for a period of five years, from the conclusion of the 47th A nnual General Me eting till the conclusion of the 52 nd Annual General Me eting 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 ^^arch 31, 2024. The

Auditor s Report is self-explanatory and requires no comments. Further, there 'were no adverse remarks or qualification in the Report that calls for Board s explanation. During the year under review, there Ýwere no frauds reported by Auditors under Section 143(12)

of Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Co mpanies Act, 2013 and Rules made thereunder the Company has appointed, PDM & Associates, ( m embership number 25003) C o^pany Secretaries in Practice, to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2023-24 given by ^^/s. PD^^ & Associates in the prescribed form MR-3 is annexed to this Report as Annexure Ý 5.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee recommends to the Board, the Company's policy on Directors', Key M anagerial Personnel and Senior M anagement appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as per Section 178(3) of the Companies Act, 2013. The N omination and Remuneration Policy is available on the Companys website at https://gargfurnacelimited.com/

As mandated by proviso to Section 178(4) of the Co mpanies Act, 2013, sali ent features of Nomination and Remuneration Policy is annexed as Annexure-6 hereto and forms part of this report.

COST AUDITOR AND 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, (Fir^ Registration Number: 003448) Cost Acc ountants, to audit the cost accounts of the Company for the financial year 2024-25 at a r emuneration of 20000.00 plus service tax, out-of pocket and travel and living expenses, subject to ratification by the shareholders at annual general meeting. Accordingly, a resolution seeking

i

members ratification for the remuneration payable to cost auditor is included in the Notice convening the annual general meeting.

The C ompany pursuant to the Rules made by the Central Government for the maintenance of Cost records under section 148 of the C ompanies Act, 2013 and are of

the opinion that prima facie, the prescribed accounts and records have been made and maintained.

PUBLIC DEPOSIT:

During the year under review, the Company has not accepted any Public Deposit within the meaning of Section 73 of the C ompanies 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 (Acc ounts) Rules,

2014 is giv en 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

ANNUAL RETURN:

The A nnual Return of the Company, pursuant to sub-section 3 (a) of Sec tion 134 and the provisions of Section 92 read with Rule 12 of the Co rnpanies (M anage^ent and Administration) Rules, 2014 for the financial year 2023-2024 in the Form MGT-7 ha s been

uploaded on Companys website at https://gargfurnacelimited.com/

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government

under Section 118(10) of the Act.

LISTING OF SECURITIES, LISTING FEES AND ANNUAL CUSTODY FEES:

The Se curities of the Company are listed on BSE Limited (Scrip Code! 530615), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai — 400 001. The C ompany has paid the listing fee to the BSE Limited for the financial year 2024-2025. The C ompany 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 2024-2025.

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 Ýwho approached listed entity for transfer of shares from

suspense account during the year! Nil

(c) number of shareholders to who^ shares Ýwere 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 o'wner of such shares claims the shares! Not Applicable

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.

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

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

OTHER DISCLOSURES:

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 bet'ween 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.

Disclosure of certain types of agreements binding listed entities (1) Information disclosed under clause 5A of paragraph A of Part A of Schedule III of these regulations!

During the year under review, the company has not entered into any such kind of agreements.

The C ompany 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.

ACKNOWLEDGMENT

The D irectors wish to extend their sincere thanks to the Punjab & S ind Bank, Punjab State P ower Corporation Limited, Container Corporation of India, other State & C entral Government Agencies, Suppliers and Customers for their continued support and cooperation.

The D irectors also wish to place on record their deep appreciation for the services rendered by the workers & staff at all levels.

For and behalf of the Board for Garg F urnace Limited

Place : Ludhiana Devinder Garg

Date : 7.09.2024 Chairman & Managing Director

(DIN 01665466 )