డైరెక్టర్ల నివేదిక G G Engineering Ltd.

Mar 31, 2025

The Board of Directors hereby submits the report of the business and operations of your Company, along with the audited
financial statements, for the financial year ended March 31, 2025.

FINANCIAL RESULTS AND OPERATIONS

The financial performance for the year ended March 31,2025 is summarized below:

(Amount in Lakhs)

	Standalone
Particulars	For the year ended March 31
	2025	2024
Net Sales/ Income from Business Operations	17,803.22	14,908.76
Other Income	452.08	319.92
Total Income	18,255.30	15,228.69
Cost of material consumed	0.00	0.00
Purchase of Stock in trade	16,706.91	13,646.58
Employee Benefit Expense	36.75	31.66
Changes in Inventories	0.00	0.00
Financial Costs	15.01	63.31
Depreciation	47.70	15.08
Other Expenses	295.04	441.18
Profit before Exceptional items	1,153.89	1,030.88
Less: Exceptional items	0.00	0.00
Net Profit Before Tax	1,153.89	1,030.88
Less: Current Tax	337.28	315.63
Less: Previous year adjustment of Income Tax	(54.65)	3.50
Less: Deferred Tax	(624)	1.28
Profit for the Period	768.20	710.47
Earnings per share	0.05	0.10

On Standalone basis, in Financial Year 2024-25 our revenue from operations increased to Rs. 17803.22 Lakhs as compared
to Rs. 14908.76 Lakhs in the last year. The Company has a profit of Rs. 768.20 Lakhs on standalone basis as compared to
profit of Rs. 710.47 Lakhs in previous year.

CHANGE IN NAME OF THE COMPANY

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

CREDIT RATING

No credit rating was required to be obtained by the Company during the financial year under review.

CHANGE IN REGISTERED OFFICE OF THE COMPANY
There was no change in registered office of the company.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business during the financial year under review.

BUSINESS OVERVIEW & FUTURE OUTLOOK

Detailed information on the Company''s Business overview and future outlook is incorporated in Management Discussion
and Analysis forming part of the report.

STATE OF COMPANY''S AFFAIRS

i.	Change in status of the company	There was no change in status of the company.
ii.	Key business developments	The company has taken various steps to develop and promote its business. Please refer Management Discussion and Analysis for details.
iii.	Change in the financial year	There was no change in the financial year of company.
iv.	Change in the Registrar and Share Transfer Agent (RTA) of the Company	There was no change in the RTA of the company.

v.	Capital expenditure programmes	There was no capital expenditure programmes
vi.	Developments, acquisition and assignment of material Intellectual Property Rights	There were no Developments, acquisition and assignment of material Intellectual Property Rights.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing
Regulations'') Management Discussion and Analysis report ("MD&A Report") providing a detailed overview of your
Company''s performance, industry trends, business and risks involved is provided separately and is forming part of the
Annual Report.

SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE

There was no subsidiary company, associate company and joint venture of the company.

BOARD OF DIRECTORS

Your Company''s Board consists of learned professionals and experienced individuals from different fields. Presently, your
Board comprises of Six Directors amongst whom, two are executive, one is Non-Executive Non-Independent and three are
independent Directors including one Women independent Director on the Board.

During the Financial year, following changes in Directors took place:

i) Mr. Ram Manorath Gupta was appointed as an Additional Director of the company w.e.f June 24, 2024.

ii) Mr. Anshu Jain stepped down from both the positions of Chief Executive Officer and Whole Time Director of the
company w.e.f. June 24, 2024 due to personal reasons.

iii) Mr. Ashish Kumar was appointed as Additional Director (Non-Executive- Independent Director) w.e.f November 30,
2024 and Ms. Swati Gupta resigned from the position of Independent Director w.e.f November 30, 2024.

During the year, the Board of the Company met Twelve (12) times on April 25, 2024, May 03, 2024, May 23, 2024, June 24,

2024, July 05, 2024, July 23, 2024, August 14, 2024, August 23, 2024, October 23, 2024, November 30, 2024, January 16,

2025, and March 01,2025.

The number of Board Meetings and the attendance of Directors as well as their attendance at the Last AGM held on
September 19. ?0?4. are as mentioned below:

Name of Director	Designation	No. of Board Meetings attended	Attendance at last AGM
Mr. Atul Sharma	Managing Director	11	Attended
Mr. Om Prakash Aggarwal	Independent Director (Chairperson)	10	Attended
Mr. Ram Manorath Gupta (appointed on June 24, 2024)	Executive Director	06	Attended
Mr. Deepak Kumar Gupta	Non-Executive, Non-Independent	11	Attended
Ms. Poonam Dhingra	Independent Director	10	Attended
Mr. Ashish Kumar (appointed on November 30, 2024)	Independent Director	02	NA

DECLARATION OF INDEPENDENCE

The Board of Director consist of 3 Independent Directors:

S. No	Name	DIN
1.	Mr. Om Prakash Aggarwal	09553402
2.	Ms. Poonam Dhingra	09524982
3.	Mr. Ashish Kumar	09668119

The Independent Directors have confirmed that they meet the criteria of Independence as stipulated under Section 149(6)
of the Companies Act, 2013 read with the Regulation 16 (1) (c) of the Listing Regulations and 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 with an objective independent judgment and without any external influence as an Independent
Director of the Company.

The Board confirms to the declaration of the Independent Directors and there being no doubts as to veracity of the same,
places the same on record.

COMPLIANCE WITH CODE OF CONDUCT

All the Directors and senior management personnel have affirmed and complied with the code of conduct formulated by
the Company.

KEY MANAGERIAL PERSONNEL

In terms of provisions of Section 203 of the Companies Act, 2013, during the year ended March 31,2025, following change
took place:

i) Mr. Ram Manorath Gupta (DIN: 10679592) was appointed as Additional Director in the Board meeting dated June 24,
2024 and his appointment as Whole-time Director of the Company was subsequently approved by Shareholder''s in the
AGM dated September 19, 2024.

ii) Mr. Anshu Jain (DIN: 07671363) resigned from his position of Whole Time Director & Chief Executive Director w.e.f
June 24, 2024.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board had constituted various
Board Committees including Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship
Committee.

Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded
on the website of the Company. The composition as well as changes in their composition, if any, during the year and the
number and dates of meetings of such committees held during the year are covered in Corporate Governance Report which
forms part of Annual Report for the Financial year 2024-25.

BOARD EVALUATION

In terms of the requirement of the Companies Act, 2013 and Listing Regulations, the Board carries out an annual evaluation
of its own performance, Board Committees, individual Directors including the Independent Directors and the Chairman of
the Company on the basis of criteria specified by the Nomination and Remuneration Committee as per the policy adopted
by the Board of Directors of your Company.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee constituted under the
provisions of Section 178(1) of the Companies Act, 2013 recommended to the Board of Directors of your Company a policy on
Directors'' appointment and remuneration including criteria for determining qualifications positive attributes, independence of
a Director and other matters. The said policy as approved by the Board of Directors, is uploaded on the Company''s website.
MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THIS REPORT

The Board of Directors of the Company, in their meeting held on 5th July 2024, has considered and approved the Scheme
of Arrangement for Amalgamation of G G Engineering Limited (Transferor Company) with Integra Essentia Limited
(Transferee Company), on a going concern basis, under the provisions of section 230-232 of the Companies Act, 2013 and
the Rules made thereunder. The Scheme shall be subject to the approval of the BSE Limited National Stock Exchange of
India Limited, Securities Exchange Board of India, National Company Law Tribunal, Shareholders and Creditors of both the
Companies and other Specific Sectoral Regulator(s), if any.

Pursuant to the First Motion Application filed by G G Engineering Limited before the Hon''ble NCLT Mumbai Bench, the Hon''ble
NCLT has passed an order dated June 04, 2025. The said order pronounced on June 04, 2025. The Hon''ble Tribunal vide the
aforesaid order has inter alia passed directions regarding convening the meeting of the Equity Shareholders of the Company and
dispensing with the requirement of convening the meeting of the Secured Creditors and Unsecured Creditors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and ability,
hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards had been
followed with proper explanation relating to material departures;

ii. they have selected such accounting policies in consultation with Statutory Auditors 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 March 31,2025 and of the profit and loss of the company for the
Financial Year;

iii. they have 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 the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities;

iv. The annual accounts of the Company have been prepared 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.

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

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

As per provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the
remuneration of each director to the median employee''s remuneration and details of employees receiving remuneration
exceeding limits as prescribed from time to time in the Directors'' Report.

CAPITAL STRUCTURE

During the year under review, following changes took place in the capital structure of the Company:

Conversion pursuant to Preferential Allotment of warrants:

Pursuant to the Special Resolution passed by the shareholders at the 17th Annual General Meeting held on September
29, 2023, and the In-principle Approval received from BSE Limited, the Board of Directors, at their meeting held on
December 14, 2023, approved the allotment of 75 crore fully convertible warrants on a preferential basis to persons
belonging to the Promoter and Non-Promoter (Public) categories at an issue price of Rs. 1.32 per warrant. Each warrant
entitles the holder to subscribe to one equity share, and the allotment was made upon receipt of the issue price, in
compliance with Chapter V of the SEBI ICDR Regulations.

Further, during the financial year, following conversions took place:

S. No.	Board Approval date	Number of Share	Increased paid up share capital
1	03/05/2024	13,50,00,000	153,44,98,800
2	23/05/2024	5,00,00,000	158,44,98,800

As on 31st March 2025 the paid-up capital of the Company was Rs. 158,44,98,800.

LISTING OF EQUITY SHARES

Equity shares of the Company are presently listed and traded at BSE Limited ("BSE") (Scrip Code: 540614).

The Listing fees for the financial year 2024-25 have been paid to the stock exchanges.

AUDITORS AND AUDITORS'' REPORT
Statutory Auditors

Pursuant to provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and rules
made there under and pursuant to the recommendations of Audit Committee, M/s A. K. Bhargav & Co. Chartered Accountants
(Firm Registration No. 0034063N) was appointed as the Statutory Auditors of the Company to hold office from the conclusion
of 16th Annual General Meeting until the conclusion of ensuing 21 st Annual General Meeting to be held in the year 2027.
Further Auditor''s Report on the Financial Statements of the Company for the Financial Year 2024-25 as submitted by M/s
A.K. Bhargav & Co., Chartered Accountants, did not contain any qualification, reservation or adverse remark and is self¬
explanatory.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed
thereunder either to the Company or to the Central Government.

Secretarial Auditor

M/s. Kumar G & Co., Practicing Company Secretary firm (COP No: 7579) were appointed vide board meeting dated April
25, 2024 as the Secretarial Auditor of your Company to carry out the Secretarial Audit for the financial year under review.
However, upon resignation submitted by M/s. Kumar G & Co., in the mid financial year, the Company had approved the
appointment of M/s Aarti Bhutra & Associates, a peer reviewed practicing Company Secretary firm as a Secretarial Auditor
of the Company in a board meeting dated March 01,2025 for undertaking the secretarial audit of the company for financial
year 2024-25.

The Secretarial Audit Report issued by M/s Aarti Bhutra & Associates., Practicing Company Secretary firm in Form No.
MR-3 is annexed to this Annual Report.

In terms of extant provisions of Listing Regulations read with SEBI circulars issued on the subject, a Secretarial Compliance
Report was also obtained by the Company from the Secretarial Auditors and the same was also submitted to the Stock
Exchange.

Further, pursuant to the Regulation 24A of Listing Regulations read with SEBI Circular No CIR/CFD/CMD1/27/2019,
dated February 08, 2019, the Annual Secretarial Compliance Report for the financial year 2024-2025 was filed with Stock
Exchanges(s), i.e. BSE Limited, on May 30, 2025.

Cost Audit

The provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company, therefore, there is no
requirement of Cost Audit.

BOARD''S COMMENT ON AUDITOR''S REPORT

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their
Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s
Report are self-explanatory.

DEPOSITS

During the period under review the Company has not accepted any public deposits and therefore no amount on account of
principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIVIDEND

To conserve the resources for the expansion of business in the long run, your directors have not recommended any dividend
for the Financial Year 2024-25 and have decided to retain the profits.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended on March 31,2025, the Company has not transferred any sum to any General reserve account.
ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 of your Company for the financial year under review is available at website of your Company.
CORPORATE GOVERNANCE AND ETHICS

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and
transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission.
It strongly believes in developing best corporate governance policies and procedures based on principals of fair and
transparent disclosures, equity, accountability and responsibility.

A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the
Annual Report. A certificate confirming compliance with requirements of Corporate Governance as enumerated under the
extant provisions of Listing Regulations issued by M/s Aarti Bhutra & Associates, Company Secretaries is also annexed to
the said report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company and hence disclosures under Sec 135
of the Companies Act, 2013 are not applicable to the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the Financial year under year, there were no significant and material orders issued against the Company by any
regulating authority or court or tribunal affecting the going concern status and Company''s operation in future.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there was no application made or proceedings pending in the name of the company under
the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING
LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial institutions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 186 of the Companies Act, 2013, particulars related to inter-corporate loans, guarantees and investments
are provided in the notes to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188

All Related party transactions are entered on an arm''s length basis and are in compliance with the applicable provisions of
the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by
the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest
of the Company at large. Company''s policy on related party transactions can be accessed at its website of the Company.
Details of related party transactions entered by the Company during the financial year under review is attached as Annexure A.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be
disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided
hereunder:

PARTICULARS		REMARKS
A.	CONSERVATION OF ENERGY:
	The Steps taken or impact on conservation of energy;	The Company is taking due care for using electricity in the office and its branches.
	The Steps taken by the company for utilizing alternate sources of energy;	Company usually takes care for optimum utilization of energy.
	The Capital investment on energy conservation equipment''s	No capital investment on Energy Conservation equipment made during the financial year.
B.	TECHNOLOGY ABSORPTION:
	The Company has nothing to disclose with regard to technology absorption.
C.	FOREIGN EXCHANGE EARNINGS AND OUTGO:
	The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.	Foreign Exchange earned: Nil Foreign Exchange outgo: Nil

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint
was received in this regard.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal with instances of fraud and
mismanagement, if any. Details of the same are given in the Corporate Governance Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds
which were required to be transferred to Investor Education and Protection Fund (IEPF).

RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to
minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization
of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is
reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls
risk through means of a properly defined framework.

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The
system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the
information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed
in the Board''s report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

(i) The internal financial control systems are commensurate with the size and nature of its operations.

(ii) All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the
management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as
external agencies in the system.

(iii) The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy
of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an
annual basis. The audit reports for the above audits are compiled and submitted to Board of Directors for review and
necessary action.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business.
The Company has a structured induction process at all locations and management development programs to upgrade
skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management
staff.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with
rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-B
to this report.

The statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013
read with rule 5(2) and rules 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and other applicable rules (if any) is provided in a separate annexure forming part of this report. Further, the report and
the accounts are being sent to members excluding the aforesaid annexure in terms of Section 136 of the Companies Act,
2013.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Company''s Health and Safety Policy commits to comply with applicable legal and other requirements connected with
occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees
of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board
Meetings and General Meetings.

GREEN INITIATIVE

In compliance with the circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India,
notice of AGM along with the Annual Report for the financial year ended on March 31, 2025 is being sent only through
electronic mode to those members whose e-mail addresses are registered with the Company Depositories. The members
may note that the notice of AGM and Annual Report for the financial year ended on March 31, 2025 will also be available
on the Company''s website and website of stock exchange i.e. BSE Limited.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and
commitment. The Board places on record its appreciation for the support and co-operation, your company has been
receiving from its Suppliers, Retailers, Dealers & Distributors and others associated with the Company. The Directors
also take this opportunity to thank all Clients, Vendors, Banks, Government and Regulatory Authorities for their continued
support. Last but not the least, the Directors wish to thank all shareholders for their continued support.

for & on behalf of the Board of
G G Engineering Limited
Atul Sharma Deepak Kumar Gupta

Date: July 1, 2025 Managing Director Whole Time Director

Place: New Delhi DIN: 08290588 DIN:00057003

---

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2024.

FINANCIAL RESULTS AND OPERATIONS

The financial performance for the year ended March 31, 2024 is summarized below:

(Amount in Lakhs)
	Standalone
Particulars	For the year ended March 31
	2024	2023
Net Sales/Income from Business Operations	21210.50	9956.70
Other Income	319.92	1126.13
Total Income	21530.43	11082.83
Cost of material consumed	0	0
Purchase of Stock in trade	23036.83	9748.06
Employee Benefit Expense	31.66	24.88
Changes in Inventories	(3088.51)	46.62
Financial Costs	63.31	1.70
Depreciation	15.08	11.41
Other Expenses	441.18	374.06
Profit before Exceptional items	1030.88	876.10
Less: Exceptional items	0	0
Net Profit Before Tax	1030.88	876.10
Less Current Tax	315.63	94.47
Less Previous year adjustment of Income Tax	3.50	0
Less Deferred Tax	1.28	(11.20)
Profit for the Period	710.47	792.83
Earnings per share	0.10	0.21

On Standalone basis, in Financial Year 2023-24, our revenue from operations increased to 21530.43 Lakhs as compared to 11082.83 Lakhs in the last year. The Company has a profit of 710.47 Lakhs on standalone basis as compared to profit of 792.83 Lakhs in previous year.

CHANGE IN NAME OF THE COMPANY

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

CREDIT RATING

No credit rating was required to be obtained by the Company during the financial year under review.

CHANGE IN REGISTERED OFFICE OF THE COMPANY FROM ONE STATE TO ANOTHER

Considering the fact that the Directors of the Company manages and controls the business operations of the Company from the state of Delhi and in order to exercise better administrative and economic control and enable the Company to rationalize and streamline its operations as well as the management of affairs, the Board of Directors of the Company has recommended to shift the Registered Office of the Company from the State of Maharashtra to the State of Delhi. Such a change would enable the Directors to guide the Company more effectively and efficiently and also result in operational and administrative convenience and accordingly, members approval was obtained by way of passing Special Resolution on May 29, 2022 and necessary application was made to Regional Director, Western Region, Ministry of Corporate Affairs. The order of Regional Director is still pending.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business during the financial year under review.

BUSINESS OVERVIEW & FUTURE OUTLOOK

Detailed information on the Company''s Business overview and future outlook is incorporated in Management Discussion and Analysis forming part of the report.

STATE OF COMPANY''S AFFAIRS

i.	Change in status of the company	There was no change in status of the company.
ii.	Key business developments	The company has taken various steps to develop and promote its business. Please refer Management Discussion and Analysis for details.
iii.	Change in the financial year	There was no change in the financial year of company.
iv.	Change in the Registrar and Share Transfer Agent (RTA) of the Company	There was no change in the RTA of the company.
v.	Capital expenditure programmes	There was no capital expenditure programmes
vi.	Developments, acquisition and assignment of material Intellectual Property Rights	There were no Developments, acquisition and assignment of material Intellectual Property Rights.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') Management Discussion and Analysis report ("MD&A Report") providing a detailed overview of your Company''s performance, industry trends, business and risks involved is provided separately and is forming part of the Annual Report.

SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE

The company has disposed off equity investment in associate company i.e. Teamo Productions HQ Limited during the year, as investments of the company has reduced from 24.82% to 4.00% accordingly such entity cease to exists as associates of G G Engineering Limited. There is no Joint Venture and Subsidiary of GG Engineering Limited. BOARD OF DIRECTORS

Your Company''s Board consists of learned professionals and experienced individuals from different fields. Presently, your Board comprises of Six Directors amongst whom, two are executive, one is Non-Executive Non-Independent and three are independent Directors including one Women independent Director on the Board.

Mr. Anshu Jain was appointed as an Additional Director of the company w.e.f September 2,2023.Further he was also appointed as Whole Time Director and Chief Executive Officer (CEO) of the Company with immediate effect for a period of 5 years(Commencing from September 2,2023 to September 1,2028).

Mr. Kamal Beriwal resigned from the directorship of company w.e.f September 2,2023.

Nitin Bansal has tendered his resignation as a Non-Executive Independent Director of the company with effect from June 13,2023 along with membership in various committees, where he is a member.

Post closure of financial year 2023-24 Mr. Ram Manorath Gupta was appointed as Additional Director of the Company w.e.f June 24,2024.

Further, Mr. Anshu Jain resigned from the position of Whole Time Director & CEO of the Company due to personal reasons with immediate effect i.e June 24,2024.

During the year, the Board of the Company met Twelve (12) times on April 19, 2023, July 5,2023, July 20, 2023, August 4, 2023, September 2, 2023, September 20, 2023, October 30, 2023, December 14, 2023, December 29, 2023, January 18, 2024, January 22, 2024, February 12, 2024.

The number of Board Meetings and the attendance of Directors as well as their attendance at the Last AGM held on September 29,2023, are as mentioned below:

Name of Director	Designation	No. of Board Meetings attended	Attendance at last AGM
Atul Sharma	Chairman and Managing Director	12	Attended
Deepak Kumar Gupta	Non-Executive Director	12	Absent
Kamal Beriwal	Director	3	NA
Anshu Jain	Chief Executive Officer cum Whole -Time Director	8	Attended
Nitin Bansal	Independent Director	2	NA
Poonam Dhingra	Independent Director	6	Absent
Om Prakash Aggarwal	Independent Director	8	Absent
Swati Gupta	Independent Director	12	Attended

DECLARATION OF INDEPENDENCE

The Board of Director consist of 3 Independent Directors:

S.No	Name	DIN
1.	Mrs. Poonam Dhingra	09524982
2.	Mr. Om Prakash Agarwal	09553402
3.	Ms. Swati Gupta	09652245

The Independent Directors have confirmed that they meet the criteria of Independence as stipulated under Section 149(6) of the Companies Act, 2013 read with the Regulation 16 (1) (c) of the Listing Regulations and 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 with an objective independent judgment and without any external influence as an Independent Director of the Company.

The Board confirms to the declaration of the Independent Directors and there being no doubts as to veracity of the same, places the same on record.

COMPLIANCE WITH CODE OF CONDUCT

All the Directors and senior management personnel have affirmed and complied with the code of conduct formulated by the Company.

KEY MANAGERIAL PERSONNEL

In terms of provisions of Section 203 of the Companies Act, 2013, during the year ended March 31,2024, following changes took place in Key Managerial Personnel (KMPs)of the Company:

i. Ms. Meghna Kashtwal resigned as Company Secretary of the Company w.e.f June 24, 2023 and Mr. Sandeep Somani was appointed in her place w.e.f. July 05, 2023;

ii. Mr. Prakash Kukreja resigned as Chief Financial Officer of the Company w.e.f. August 31, 2023;

iii. Mr. Virender Sharma was appointed as Chief Financial Officer w.e.f. September 02, 2023.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee.

Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.ggelimited.com.

The composition as well as changes in their composition, if any, during the year and the number and dates of meetings of such committees held during the year are covered in Corporate Governance Report which forms part of Annual Report for the Financial year 2023-24.

BOARD EVALUATION

In terms of the requirement of the Companies Act, 2013 and Listing Regulations, the Board carries out an annual evaluation of its own performance, Board Committees, individual Directors including the Independent Directors and the Chairman of the Company on the basis of criteria specified by the Nomination and Remuneration Committee as per the policy adopted by the Board of Directors of your Company.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee constituted under the provisions of Section 178(1) of the Companies Act, 2013 recommended to the Board of Directors your Company a policy on Directors'' appointment and remuneration including criteria for determining qualifications positive attributes, independence of a Director and other matters. The said policy is approved by the Board of Directors is uploaded on the Company''s website at www.ggelimited.com.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THIS REPORT

The Board of Directors of the Company, in their meeting held on 5th July 2024, has considered and approved the Scheme of Arrangement for Amalgamation of G G Engineering Limited ("Transferor Company"/ "the Company") with Integra Essentia Limited ("Transferee Company") ("Scheme"), on a going concern basis, under the provisions of section 230-232 of the Companies Act, 2013 and the Rules made thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and ability, hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards had been followed with proper explanation relating to material departures;

ii. they have selected such accounting policies in consultation with Statutory Auditors 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 March 31,2024 and of the profit and loss of the company for the Financial Year;

iii. they have 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. The annual accounts of the Company have been prepared on a going concern basis.

v. ThedirectorshadlaiddowninternalfinancialcontrolstobefollowedbytheCompanyandthatsuchinternalfinancial controls are adequate and were operating effectively.

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

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

As per provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the remuneration of each director to the median employee''s remuneration and details of employees receiving remuneration exceeding limits as prescribed from time to time in the Directors'' Report.

CAPITAL STRUCTURE

During the year under review, following changes took place in the capital structure of the Company:

i. Nominal value of equity share of the Company was Rs. 1/- (One) per share.

ii. Rights Issue:

The Company issued 49,88,20,215 equity shares on rights basis for which allotment was made on August 4, 2023, pursuant to which the paid-up share capital of the Company was increased from Rs. 38,06,78,585/-(Rupees Thirty-Eight Crore six Lakh Seventy-Eight Thousand Five Hundred) to Rs. 87,94,98,800/- (Eighty-Seven Crore Ninety-Four Lakh Ninety Eight Thousand & Eight Hundred Only

iii. Preferential Issue:

Pursuant to the members'' approval obtained at the 17th Annual General Meeting held on September 29, 2023 by means of passing a Special Resolution and ''In-Principal Approval'' obtained from the Stock Exchange i.e. BSE Limited, the Board of Directors of the Company in their meeting held on Thursday, December 14, 2023, considered and approved, allotment of 75,00,00,000 (Seventy Five Crores only) fully Convertible Warrants (''Warrants''), carrying a right exercisable by the Warrant holder to subscribe to one Equity Share per Warrant, to persons belonging to ''Promoter and Non-Promoter, Public Category'' on preferential basis at an issue price of Rs. 1.32/- (Rupees One and Thirty-Two Paisa Only) per Warrant, after receipt of stipulated amount i.e. 25% of the Issue Price as subscription amount in accordance with provisions of Chapter V of SEBI ICDR Regulations.

Further, during the financial year, following conversions took place:

S. No.	Board Approval date	Number of Share	Increased paid up share capital
1	29/12/2023	15,50,00,000	103,44,98,800
2	22/01/2023	13,50,00,000	116,94,98,800
3	12/02/2024	23,00,00,000	139,94,98,800

As on 31^st March 2024 the paid-up capital of the Company was Rs.139,94,98,800/-. Post closure of the financial year 2023-24, 23,00,00,000 warrants were pending for conversion out of 75,00,00,000 Warrants allotted by the Board as on December 14, 2023, to the Promoter and Non-Promoter Public Category of shareholders.

i. The Authorised Share Capital of the Company was further increased from Rs. 90,00,00,000/- (Rupees Ninety Crores) divided into 90,00,00,000 equity shares of Re 1/- (Rupee One) to Rs. 165,00,00,000 (Rupees One Hundred Sixty-Five Crores Only) divided into 165,00,00,000 equity shares of Re 1/- (Rupee one) each via resolution passed by the shareholders of the Company through postal ballot on September 29, 2023.

LISTING OF EQUITY SHARES

Equity shares of the Company are presently listed and traded at BSE Limited ("BSE") (Scrip Code: 540614).

The Listing fees for the financial year 2023-24 have been paid to the stock exchanges AUDITORS AND AUDITORS'' REPORT Statutory Auditors

Pursuant to provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and rules made there under and pursuant to the recommendations of Audit Committee, M/s A.K. Bhargav & Co. Chartered Accountants (Firm Registration No. 0034063N) was appointed as the Statutory Auditors of the Company to hold office from the conclusion of 16th Annual General Meeting until the conclusion of ensuing 21st Annual General Meeting to be held in the year 2027.

Further Auditor''s Report on the Financial Statements of the Company for the Financial Year 2023-24 as submitted by M/s A.K. Bhargav & Co., Chartered Accountants, did not contain any qualification, reservation or adverse remark and is self-explanatory.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

Secretarial Auditor

M/s. Kumar G & Co., Practicing Company Secretary firm (COP. No: 7579) were appointed as the Secretarial Auditor of your Company to carry out the Secretarial Audit for the financial year under review. The Secretarial Audit Report issued by M/s. Kumar G & Co., Practicing Company Secretary firm in Form No. MR-3 is annexed to this Annual Report.

In terms of extant provisions of Listing Regulations read with SEBI circulars issued on the subject, a Secretarial Compliance Report was also obtained by the Company from the Secretarial Auditors and the same was also submitted to the Stock Exchange.

Further, pursuant to the Regulation 24A of Listing Regulations read with SEBI Circular No CIR/CFD/CMD1/27/2019, dated February 08, 2019, the Annual Secretarial Compliance Report for the financial year 2023-2024 was filed with Stock Exchanges(s), i.e. BSE Limited, on May 27, 2024.

Cost Audit

The provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company, therefore, there is no requirement of Cost Audit.

BOARD''S COMMENT ON AUDITOR''S REPORT

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s Report are self-explanatory.

DEPOSITS

During the period under review the Company has not accepted any public deposits and therefore no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIVIDEND

To conserve the resources for the expansion of business in the long run, your directors have not recommended any dividend for the Financial Year 2023-24 and have decided to retain the profits.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended on March 31, 2024, the Company has not transferred any sum to any reserve account therefore your company remained the balance of profit to profit & loss account of the company to surplus account.

ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your Company for the financial year under review is available at website of your Company i.e. www.ggelimited.com.

CORPORATE GOVERNANCE AND ETHICS

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principals of fair and transparent disclosures, equity, accountability and responsibility.

A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report. A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of M/s. Kumar G & Co, Company Secretaries is also annexed to the said report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company and hence disclosures under Sec 135 of the Companies Act, 2013 are not applicable to the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and material orders issued against the Company by any regulating authority or court or tribunal affecting the going concern status and Company''s operation in future.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there was no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial institutions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 186 of the Companies Act, 2013, particulars of inter-corporate loans, guarantees and investments are provided in the notes to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188

All Related party transactions are entered on an arm''s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Company''s policy on related party transactions can be accessed at its website www.ggelimited.com.

Details of related party transactions entered by the Company during the financial year under review is attached as AnnexureA

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

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

PARTICULARS		REMARKS
A.	CONSERVATION OF ENERGY:
	The Steps taken or impact on conservation of energy;	The Company is taking due care for using electricity in the office and its branches.
	The Steps taken by the company for utilizing alternate sources of energy;	Company usually takes care for optimum utilization of energy.
	The Capital investment on energy conservation equipment''s	No capital investment on Energy Conservation equipment made during the financial year.
B.	TECHNOLOGY ABSORPTION:
	The Company has nothing to disclose with regard to technology absorption.
C.	FOREIGN EXCHANGE EARNINGS AND OUTGO:
	The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.	Foreign Exchange earned: Nil Foreign Exchange outgo: Nil

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no compliant was received in this regard.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board''s report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

(ii) The internal financial control systems are commensurate with the size and nature of its operations.

(iii) All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

(iv) The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Board of Directors for review and necessary action.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-B to this report.

The statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) and rules 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules (if any) is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding the aforesaid annexure in terms of Section 136 of the Companies Act, 2013. Any member interested in obtaining such particulars may write to the Company Secretary at [email protected].

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Company''s Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

GREEN INITIATIVE

In compliance with the circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, notice of AGM along with the Annual Report for the financial year ended on March 31,2024 is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company Depositories. The members may note that the notice of AGM and Annual Report for the financial year ended on March 31,2024 will also be available on the Company''s website www.ggelimited.com and website of stock exchange i.e. BSE Limited at www.bseindia.com.

APPRECIATION AND ACKNOWLEDGEMENT

Your Director''s place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation, your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and others associated with the Company. The Directors also take this opportunity to thank all Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support. Last but not the least, the Directors wish to thank all shareholders for their continued support.

---

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of your Company, along
with the audited financial statements, for the financial year ended March 31,2023.

FINANCIAL RESULTS AND OPERATIONS

The financial performance for the year ended March 31,2023 is summarized below:

(Amount in Rs.)

Particulars	Standalone For the year ended March 31		Consolidated For the year ended March 31
	2023	2022	2023	2022
Net Sales /Income from Business Operations	99,56,69,924	15,14,38,717	99,56,69,924	22,55,33,462
Other Income	11,26,13,068	33,54,380	11,26,13,068	41,98,330
Total Income	1,10,82,82,992	15,47,93,097	1,10,82,82,992	22,97,31,792
Cost of material consumed	-	-	-	3,93,23,994
Purchase of Stock in trade	97,48,06,430	15,06,26,318	97,48,06,430	15,06,26,318
Employee Benefit Expense	24,88,178	13,79,920	24,88,178	34,03,197
Changes in Inventories	46,61,755	-	46,61,755	2,78,267
Financial Costs	1,69,908	-	1,69,908	36,47,853
Depreciation	11,40,786	24,03,790	11,40,786	1,14,16,654
Other Expenses	3,74,06,434	34,63,580	3,74,06,434	1,68,13,100
Profit before Exceptional items	8,76,09,500	(30,80,511)	8,76,09,500	42,22,409
Less : Exceptional items	-	-	-	-
Net Profit Before Tax	8,76,09,500	(30,80,511)	9,44,57,498	42,22,409
Less Current Tax	94,46,562	-	94,46,562	11,39,256
Less Previous year adjustment of Income Tax Less Deferred Tax	11,19,925	(28,20,042)	11,19,925	(30,63,803)
Profit for the Period	7,92,82,863	(20,22,015)	8,61,30,861	40,15,258
Earnings per share	0.208	(0.046)	0.23	0.09

On Standalone basis, in Financial Year 2022-23, our revenue from operations increased to
Rs. 1,10,82,82,992/- as compared to Rs. 15,14,38,717/- in the last year. The Company has a profit of
Rs. 7,92,82,863/- on standalone basis as compared to loss of Rs. (20,22,015) in previous year.

On consolidated basis, in Financial Year 2022-23, our revenue from operations increased to
Rs. 1,10,92,82,992/- as compared to Rs. 22,97,31,792/- in the last year. The Company has a profit of
Rs. 8,61,30,861/- on consolidated basis as compared to profit of Rs. 40,15,258/- in previous year.

CHANGE IN NAME OF THE COMPANY

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

CREDIT RATING

No credit rating was required to be obtained by the Company during the financial year under review.

CHANGE IN REGISTERED OFFICE OF THE COMPANY FROM ONE STATE TO ANOTHER

Considering the fact that the Directors of the Company manages and controls the business operations of
the Company from the state of Delhi and in order to exercise better administrative and economic control
and enable the Company to rationalize and streamline its operations as well as the management of
affairs, the Board of Directors of the Company has recommended to shift the Registered Office of the
Company from the State of Maharashtra to the State of Delhi. Such a change would enable the Directors
to guide the Company more effectively and efficiently and also result in operational and administrative
convenience and accordingly, members approval was obtained by way of passing Special Resolution on
May 29, 2022 and necessary application was made to Regional Director, Western Region, Ministry of
Corporate Affairs. The order of Regional Director is still pending.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business during the financial year under review.

BUSINESS OVERVIEW & FUTURE OUTLOOK

Detailed information on the Company''s Business overview and future outlook is incorporated in
Management Discussion and Analysis forming part of the report.

STATE OF COMPANY’S AFFAIRS

i.	Change in status of the company.	There was no change in status of the company.
ii.	Key business developments.	The company has taken various steps to develop and promote its business. Please refer Management. Discussion and Analysis for details.
iii.	Change in the financial year.	There was no change in the financial year of company.
iv.	Change in the Registrar and Share Transfer Agent (RTA) of the Company.	There was no change in the RTA of the company.
v.	Capital expenditure programmes.	There was no capital expenditure programmes.
vi.	Developments, acquisition and assignment of material Intellectual Property Rights.	There were no Developments, acquisition and assignment of material Intellectual Property Rights.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (''Listing Regulations'') Management Discussion and Analysis report (“MD&A Report”) providing a
detailed overview of your Company''s performance, industry trends, business and risks involved is
provided separately and is forming part of the Annual Report.

SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE

During the financial year 2022-23, the Company sold its shareholding in Shashi Beriwal and Company
Private Limited (Subsidiary Company) to Vikas Lifecare Limited on 15th October, 2022 as a result of
which Shashi Beriwal and Company Private Limited ceased to be a subsidiary Company.

As on March 31, 2023 the Company have an Associate Company named GI Engineering Solutions
Limited.

BOARD OF DIRECTORS

Your Company''s Board consists of learned professionals and experienced individuals from different
fields. Presently, your Board comprises of Six Directors amongst whom, two are executive, one is Non¬
Executive Non-Independent and three are independent Directors including one Women independent
Director on the Board

There was no change in the composition of Board of Directors of the Company during the financial year
2022-23, however, designation of Mr. Atul Sharma was changed from “Whole Time Director” to
“Managing Director” of the Company

During the year, the Board of the Company met 8 (Eight) times on April 27, 2022, May 28, 2022, August
03, 2022, August 09, 2022, September 7, 2022, November 14, 2022, January 12, 2023 and February 25,
2023, respectively. The maximum gap between the two Board meetings was less than 120 days.

The number of Board Meetings and the attendance of Directors as well as their attendance at the Last
AGM held on September 30, 2022 are as mentioned below:

Name of Director	Designation	No. of Board Meetings attended	Attendance at last AGM
Atul Sharma	Managing Director	7	Attended
Deepak Kumar Gupta	Whole Time Director	7	Attended
Kamal Beriwal	Director	1	Not present
Nitin Bansal	Independent Director	5	Attended
Poonam Dhingra	Independent Director	4	Not present
Om Prakash Aggarwal	Independent Director	6	Not present

DECLARATION OF INDEPENDENCE

The Independent Directors have confirmed that they meet the criteria of Independence as stipulated
under Section 149(6) of the Companies Act, 2013 read with the Regulation 16 (1) (c) of the Listing
Regulations and 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 with an objective independent
judgment and without any external influence as an Independent Director of the Company.

The Board confirms to the declaration of the Independent Directors and there being no doubts as to
veracity of the same, places the same on record.

COMPLIANCE WITH CODE OF CONDUCT

All the Directors and senior management personnel have affirmed and complied with the code of conduct
formulated by the Company.

KEY MANAGERIAL PERSONNEL

In terms of provisions of Section 203 of the Companies Act, 2013, during the year ended March 31,2023,
following changes took place in Key Managerial Personnel (KMPs) of the Company:

i. Ms. Apruva Singh resigned as Company Secretary of the Company and Ms. Sapna Tehanguriya
was appointed in her place w.e.f. April 27, 2022;

ii. Ms. Sapna Tenhaguriya resigned as Company Secretary of the Company Ms. Meghna Kashtwal
was appointed as Company Secretary w.e.f. September 7, 2022;

iii. Mr. Uttam Kumar resigned as Chief Financial Officer of the Company w.e.f. September 23, 2022;

iv. Mr. Prakash Kukreja was appointed as Chief Financial Officer w.e.f. October 15, 2022.

Post closure of financial year 2022-23, Ms. Meghna Kashtwal resigned as Company Secretary
and Compliance Officer of the Company w.e.f. 24th June, 2023. Currently, Mr. Sandeep Somani
serving the office of Compliance Officer & Company secretary who was appointed on June 30, 2023 and
July 5, 2023 respectively. Further Mr. Prakash Kureja Resigned from the post of CFO w.e.f. August 31,
2023 and Mr. Virender Sharma as Chief Financial Officer (CFO) of the company with immediate effect i.e.
September 02, 2023. Also Mr. Anshu Jain appointed as Whole time Director and CEO of the company.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board had
constituted various Board Committees including Audit Committee, Nomination & Remuneration
Committee, and Stakeholders Relationship Committee.

Details of the constitution of these Committees, which are in accordance with regulatory requirements,
have been uploaded on the website of the Company viz. www.ggelimited.com.

The composition as well as changes in their composition, if any, during the year and the number and
dates of meetings of such committees held during the year are covered in Corporate Governance Report
which forms part of Annual Report for the Financial year 2022-23.

BOARD EVALUATION

In terms of the requirement of the Companies Act, 2013 and Listing Regulations, the Board carries out an
annual evaluation of its own performance, Board Committees, individual Directors including the
Independent Directors and the Chairman of the Company on the basis of criteria specified by the
Nomination and Remuneration Committee as per the policy adopted by the Board of Directors of your
Company.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee
constituted under the provisions of Section 178(1) of the Companies Act, 2013 recommended to the
Board of Directors your Company a policy on Directors'' appointment and remuneration including criteria
for determining qualifications positive attributes, independence of a Director and other matters. The said
policy is approved by the Board of Directors is uploaded on the Company''s website at
www.ggelimited.com.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THIS REPORT

The Company issued 49,88,20,215 equity shares on rights basis for which allotment was made on
August 4, 2023, pursuant to which the paid-up share capital of the Company was increased from
Rs. 38,06,78,585/- (Rupee Thirty-Eight Crores Six Lakh Seventy-Eight Thousand Five Hundred and
Eighty-Five) to Rs. 87,94,98,800/- (Rupees Eighty Seven Crores Ninety Four Lakhs Ninety Eighty
Thousand Eight Hundred)

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) read with Section 134(5) of the Act, the Directors, to the best of their
knowledge and ability, hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2022-23, the applicable accounting
standards had been followed with proper explanation relating to material departures;

ii. they have selected such accounting policies in consultation with Statutory Auditors 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 March 31,
2023 and of the profit and loss of the company for the Financial Year;

iii. they have 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 the Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and
other irregularities;

iv. The annual accounts of the Company have been prepared 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.

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

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF
EMPLOYEES

As per provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is
required to disclose the ratio of the remuneration of each director to the median employee''s remuneration
and details of employees receiving remuneration exceeding limits as prescribed from time to time in the
Directors'' Report.

CAPITAL STRUCTURE

During the year under review, following changes took place in the capital structure of the Company:

i. Nominal value of equity share of the Company was sub-divided from Rs. 2/- (Rupees Two) to Re. 1/-
(Rupee One) per share

ii. Authorised Share Capital of the Company was increased from Rs. 10,50,00,000/- (Rupees Ten
Crores Fifty Lakh) to Rs. 50,00,00,000/- (Rupees Fifty Crores) via Postal Ballot Notice dated April
27, 2022, concluded on May 29, 2022.

iii. The Company issued 277,578,135 equity shares on rights basis for which allotment was made on
September 13, 2022, pursuant to which the paid-up share capital of the Company was increased
from Rs. 10,31,00,450/- (Rupees Ten Crore Thirty-one Lakh Four Hundred & Fifty) to Rs.
38,06,78,585/- (Rupee Thirty-Eight Crores Six Lakh Seventy-Eight Thousand Five Hundred and
Eighty-Five)

iv. The Authorised Share Capital of the Company was further increased from Rs. 50,00,00,000/-
(Rupees Fifty Crores) divided into 50,00,00,000 equity shares of Re. 1/- (Rupee One) each to Rs.
Rs. 90,00,00,000/- (Rupees Ninety Crores) divided into 90,00,00,000 equity shares of Re 1/-
(Rupee One) each via resolution passed by the shareholders of the Company through postal ballot
on March 30, 2023.

LISTING OF EQUITY SHARES

Equity shares of the Company are presently listed and traded at BSE Limited (“BSE”) (Scrip Code:
540614).

The Listing fees for the financial year 2023-24 have been paid to the stock exchanges.

AUDITORS AND AUDITORS'' REPORT
Statutory Auditors

Pursuant to provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act,
2013 and rules made there under and pursuant to the recommendations of Audit Committee, M/s A.K.
Bhargav & Co. Chartered Accountants (Firm Registration No. 0034063N) was appointed as the Statutory
Auditors of the Company to hold office from the conclusion of 16th Annual General Meeting until the
conclusion of ensuing 21st Annual General Meeting to be held in the year 2027.

Further Auditor''s Report on the Financial Statements of the Company for the Financial Year 2022-23 as
submitted by M/s A.K. Bhargav & Co., Chartered Accountants, did not contain any qualification,
reservation or adverse remark and is self-explanatory.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and
Rules framed thereunder either to the Company or to the Central Government.

Secretarial Auditor

M/s. Kumar G & Co., Practicing Company Secretary firm (COP. No: 7579) were appointed as the
Secretarial Auditor of your Company to carry out the Secretarial Audit for the financial year under review.
The Secretarial Audit Report issued by M/s. Kumar G & Co., Practicing Company Secretary firm in Form
No. MR-3 is annexed to this Annual Report.

In terms of extant provisions of Listing Regulations read with SEBI circulars issued on the subject, a
Secretarial Compliance Report was also obtained by the Company from the Secretarial Auditors and the
same was also submitted to the Stock Exchange.

Further, pursuant to the Regulation 24A of Listing Regulations read with SEBI Circular No
CIR/CFD/CMD1/27/2019, dated February 08, 2019, the Annual Secretarial Compliance Report for the
financial year 2022-2023 was filed with Stock Exchanges(s), i.e. BSE Limited, on May 29, 2023.

Cost Audit

The provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company, therefore,
there is no requirement of Cost Audit.

BOARD''S COMMENT ON AUDITOR''S REPORT

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the
Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to
accounts referred to in the Auditor''s Report are self-explanatory.

DEPOSITS

During the period under review the Company has not accepted any public deposits and therefore no
amount on account of principal or interest on public deposits was outstanding as on the date of the
Balance Sheet.

DIVIDEND

To conserve the resources for the expansion of business in the long run, your directors have
not recommended any dividend for the Financial Year 2022-23 and have decided to retain the
profits.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended on March 31,2023, the Company has not transferred any sum to any reserve
account therefore your company remained the balance of profit to profit & loss account of the company to
surplus account.

ANNUALRETURN

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 of your Company for the financial year under review is
available at website of your Company i.e. www.ggelimited.com.

CORPORATE GOVERNANCE AND ETHICS

The Company believes in adhering to the best corporate governance practices and its philosophy
emphasizes on fair and transparent governance and disclosure practices which helps your Company to
follow the path of its vision and mission. It strongly believes in developing best corporate governance
policies and procedures based on principals of fair and transparent disclosures, equity, accountability
and responsibility.

A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is
forming part of the Annual Report. A certificate confirming compliance with requirements of Corporate
Governance as enumerated under the extant provisions of Listing Regulations issued by
Mr. Pankaj Kumar Gupta, Proprietor of M/s. Kumar G & Co, Company Secretaries is also annexed to the
said report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company and hence
disclosures under Sec 135 of the Companies Act, 2013 are not applicable to the Company.

RECLASSIFICATION FROM ''PROMOTER AND PROMOTER GROUP'' TO ''PUBLIC CATEGORY''

The Company had submitted an application dated September 1,2022 seeking re-classification of certain
individuals from the ''Promoter and Promoter Group'' category to the ''Public'' Category under Regulation
31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same was
approved by BSE Limited (“the stock exchange”) on March 13, 2023.

Pursuant to the said approval of stock exchange, following individuals have been re-classified from the
''Promoter and Promoter Group'' category to the ''Public'' Category with effect from March 13, 2023:

• Ms. Sangeeta Vinod Beriwal (PAN: AAMPG0905E)

• Mr. Vinod Harmukhrai Beriwal (PAN AADPA6979P)

• Mr. Ashok Harmukhrai Beriwal (PAN AGEPB2056M)

• Ms. Rashi Gupta (PAN AINPG2966J)

• Ms. Shashi Devi Beriwal (PAN AEOPB0172J)

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNAL

There are no significant and material orders issued against the Company by any regulating authority or
court or tribunal affecting the going concern status and Company''s operation in future.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016

During the year under review, there was no application made or proceedings pending in the name of the
company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and
Financial institutions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 186 of the Companies Act, 2013, particulars of inter-corporate loans, guarantees and
investments are provided in the notes to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO
IN SECTION 188

All Related party transactions are entered on an arm''s length basis and are in compliance with the
applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially
significant related party transactions made by the Company with Promoters, Directors or Key Managerial
Personnel etc. which may have potential conflict with the interest of the Company at large. Company''s
policy on related party transactions can be accessed at its website www.ggelimited.com.

Details of related party transactions entered by the Company during the financial year under review is
attached as Annexure A.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
ANDOUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo
required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 are provided hereunder:

PARTICULARS	REMARKS
A. CONSERVATION OF ENERGY:
The Steps taken or impact on conservation of energy;	The Company is taking due care for using electricity in the office and its branches.
The Steps taken by the company for utilizing alternate sources of energy;	Company usually takes care for optimum utilization of energy.
The Capital investment on energy conservation equipment''s	No capital investment on Energy Conservation equipment made during the financial year.
B. TECHNOLOGYABSORPTION:
The Company has nothing to disclose with regard to technology absorption.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.	Foreign Exchange earned : Nil Foreign Exchange outgo : Nil

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the
year under review, no compliant was received in this regard.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal with
instances of fraud and mismanagement, if any. Details of the same are given in the Corporate
Governance Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund
(IEPF).

RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate
events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk
Assessment and Minimization Procedure which is reviewed by the Board from time to time. These
procedures are reviewed to ensure that executive management controls risk through means of a properly
defined framework.

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in
the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies
(Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with
reference to the financial statements to be disclosed in the Board''s report. To ensure effective Internal
Financial Controls the Company has laid down the following measures:

(i) The internal financial control systems are commensurate with the size and nature of its operations.

(ii) All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is
seriously taken by the management and corrective actions are taken immediately. Any amendment
is regularly updated by internal as well as external agencies in the system.

(iii) The Company follows a robust internal audit process. Transaction audits are conducted regularly to
ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset
verification of assets is done on an annual basis. The audit reports for the above audits are compiled
and submitted to Board of Directors for review and necessary action.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of
the business. The Company has a structured induction process at all locations and management
development programs to upgrade skills of managers. Objective appraisal systems based on key result
areas (KRAs) are in place for senior management staff.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies
Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given in Annexure-B to this report.

The statement containing the particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with rule 5(2) and rules 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules (if any) is provided in a
separate annexure forming part of this report. Further, the report and the accounts are being sent to
members excluding the aforesaid annexure in terms of Section 136 of the Companies Act, 2013. Any
member interested in obtaining such particulars may write to the Company Secretary at
[email protected].

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Company''s Health and Safety Policy commits to comply with applicable legal and other requirements
connected with occupational Health, Safety and Environment matters and provide a healthy and safe
work environment to all employees of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board Meetings and General Meetings.

GREEN INITIATIVE

In compliance with the circulars issued by the Ministry of Corporate Affairs and Securities and Exchange
Board of India, notice of AGM along with the Annual Report for the financial year ended on March 31,2023
is being sent only through electronic mode to those members whose e-mail addresses are registered with
the Company Depositories. The members may note that the notice of AGM and Annual Report for the
financial year ended on March 31, 2023 will also be available on the Company''s website
www.ggelimited.com and website of stock exchange i.e. BSE Limited at www.bseindia.com.

APPRECIATION AND ACKNOWLEDGEMENT

Your Director''s place on record their deep appreciation to employees at all levels for their hard work,
dedication and commitment. The Board places on record its appreciation for the support and co¬
operation, your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and
others associated with the Company. The Directors also take this opportunity to thank all Clients,
Vendors, Banks, Government and Regulatory Authorities for their continued support. Last but not the
least, the Directors wish to thank all shareholders for their continued support.

for & on behalf of the Board of
G G Engineering Limited

Atul Sharma Deepak Kumar Gupta

Managing Director Director

DIN :08290588 DIN :00057003

Place : New Delhi
Date : September 2, 2023

---

Mar 31, 2018

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditors’ Report for the year ended 31^st March, 2018.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31^st March, 2018 is as summarized below:-

(In Lacs)

Particulars	2017-18	2016-17
Gross Turnover & Other Income	2242.61	738.44
Profit before Interest, Depreciation & Taxation	153.73	26.17
Less - Interest	-	-
Profit / (Loss) before Depreciation & Taxation	153.72	26.17
Less - Depreciation	9.91	8.76
Profit / (Loss) before tax	143.81	17.41
Less- Provision for Taxation (Incl. Deferred Tax)	41.87	0.60
Net Profit / (Loss) for the year	101.94	16.81
Add/ (less) - Balance brought forward from previous Year	20.23	3.42
Balance Carried to Balance Sheet	122.17	20.23

2. Performance Review:-

Your directors report that for the year under review, your Company has been able to achieve Turnover of Rs. 2242.61 Lakhs as compared to Rs.738.44 Lakhs in the previous year. The revenue from operations for the year 2018 increased by 203.70% and Net Profit has Increased from Rs 16.81 Lakhs to Rs 101.94 Lakhs.

3. Capital Structure:-

The Authorised Share Capital of the Company is increased from Rs. 5,00,00,000 (Rupees five Crore) divided into 50,00,000 equity shares to Rs 6,70,00,000 (Rupees Six Crores Seventy Lakh) divided into 67,00,000 (Sixty Seven Lakhs ) Equity shares of Rs 10/- each.

During the year under review, the Company issued and allotted 12000 Shares of Rs. 10/ Each on 11^th April, 2018 on Private Placement Basis.The paid up share capital of the company is increased from Rs.3,06,03000 (Rupees Three Crore Six Lakh and Three Thousand) divided into 30,60,300 (Thirty Lakh Sixty Thousand and three Hundred) equity shares to Rs. 3,07,23,000/ (Rupees Three Crore Seven Lakh and Twenty Three Thousand) divided into 30,72,300 (Thirty Lakh Seventy Two Thousand and Three Hundred) equity shares of Rs. 10/ each.

During the year under review, the Company also issued and allotted 11,16,000 Equity Shares of Rs. 10/each at a premium of Rs. 10/- were issued by way of Initial Public Offer (IPO). Therefore the paid up share capital of the company is increased from Rs. 3,07,23,000 (Rupees Three Crore Seven Lakh and Twenty Three Thousand ) divided into 30,72,300 (Thirty Lakh Seventy Two Thousand and Three Hundred) equity shares to Rs. 4,18,83,000 (Rupees Four Crore Eighteen Lakh and Eighty Three Thousand) divided into 41,88,300 (Forty One Lakh Eighty Eight Lakh and Three Hundred) equity shares.

4. Listing of Equity Shares of the Company:-

The Company got its shares listed on the BSE SME platform on 17.07.2017 pursuant to the successful completion of Initial Public Offering (IPO) in accordance with Securities and Exchange Board of India (SEBI) Regulations. This was an offer of 11,16,000 Equity Shares of Rs. 10/- each at a price of Rs. 20/-(Including a premium of Rs. 10/-) per share. The paid up Equity Shares Capital of the Company as on 31st March, 2018 is Rs. 4,18,83,000.

5. Dividend:-

Your Directors do not recommend any dividend for the year under review.

6. Reserve:-

The Company has transferred current year’s profit of Rs. 233.77 Lakhs to the Reserve & Surplus and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.

7. Directors:-

Mrs. Sangeeta Vinod Beriwal (DIN: 05251274) Director, retire from the Board by rotation and being eligible has offered herself for re-appointment at the ensuing Annual General Meeting.

During the year under review, Mr. Satish Chand Gupta (DIN: 07731518) had resigned w.e.f 16^th March, 2018 & Mr. Neeraj Kumar Mishra (DIN: 08096930) were appointed an Independent Directors w.e.f. 26^th March, 2018.

8. Directors’ Responsibility Statement:-

Your Directors state that: -

a) In the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the Profit of the Company for the accounting year ended on that date;

c) Proper & sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

e) 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.

f) 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.

9. Auditor:-

Pursuant to provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and rules made there under and pursuant to the recommendations of Audit Committee, it is proposed to appoint M/s. M/S Goyal & Dedania, Chartered Accountants, Mumbai (Firm Registration No. 127312W), as the Statutory Auditors of the Company to hold office from the conclusion of Twelveth Annual General Meeting until the conclusion of next Annual General Meeting in the financial year 2018-19.

The Board of Directors recommended appointment of M/S Goyal & Dedania, Chartered Accountants, Mumbai (Firm Registration No. 127312W), as the Statutory Auditors of the Company from the conclusion of forthcoming Annual General Meeting till the conclusion of 13^th Annual General Meeting of the Company. The Company has received an eligibility letter under section 141 of the Companies Act, 2013 and rules made thereunder that they are not disqualified.

10. Auditors’ Report: -

The Notes on Financial statement referred to in the Auditors report are self - explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

11. Subsidiary Company:-

As on 31^st March, 2018 the Company does not have any Subsidiary Company.

12. Secretarial Auditors Report:-

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s. Bhunwesh Bansal & Associates, Practicing Company Secretary firm (FCS -6526 & COP. No: 9089) as Secretarial Auditor to conduct Secretarial audit of the Company for the financial year ended on March 31, 2018.Secretarial Audit Report issued by M/ s. Bhunwesh Bansal & Associate, Practicing Company Secretary firm in form MR-3 is enclosed as Annexure - II to this Annual Report.

13. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.

14. Fixed Deposits:-

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

15. Corporate Governance:-

Company is listed on BSE-SME. Hence, Corporate Governance Report is not applicable to the Company for financial year 2015-2016

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particular as prescribed under sub-Section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014,

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil

Foreign Exchange Used - Rs. Nil

17. Corporate Social Responsibility:-

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

18. Particulars of Employees:-

None of the employee has received remuneration exceeding the limit as stated in Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

19. Number of Meetings of the Board of Directors:-

During the year ended March 31, 2018, Sixteen (16) Board Meetings were held. The dates on which the Board meetings were held are 04.04.2017, 10.04.2017, 11.04.2017, 12.04.2017, 20.04.2017, 11.07.2017, 29.08.2017, 31.08.2017, 06.09.2017, 20.09.2017, 13.10.2017, 06.11.2017, 11.12.2017, 29.12.2017, 25.01.2018, & 26.03.2018 .

20. Statement on Declaration Given By Independent Directors Under Sub-Section (6) of Section 149:-

The independent directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-Section(6).

21. Particulars of Loan, Guarantees And Investments By Company:-

Details of Loans, Guarantees and Investments made, if any are disclosed in Notes to Financial Statements for the year ended 31^st March 2018.

22. Related Party Transactions:-

During the year under review, besides the transactions reported in Notes to Accounts, forming part of the Annual Report. There were no other related party transactions with its promoters, directors, and management that had a potential conflict of interest of the Company at large.

23. Extract of Annual Return:-

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - I to this Report.

24. Significant And Material Orders Passed By The Regulators or Court:-

There are no Significant and Material orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.

25. Audit Committee:-

In accordance with the provisions of Section 177 of the Companies Act, 2013 the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. Karan Mahesh Kapadia (Chairman), Mr. Neeraj Kumar Mishra and Mr. Vinod Harmukhrai Beriwal. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the year 2017-18, Four (4) Audit Committee Meetings were held on 11.04.2017, 04.07.2017, 06.11.2017 & 25.01.2018.

26. Nomination and Remuneration Committee:-

In accordance with the provisions of Section 178(1) of the Companies Act, 2013, the Company has constituted a Nomination and Remuneration Committee comprising of the following Directors viz., Mrs. Sangeeta Vinod Beriwal (Chairman), Mr. Karan Mahesh Kapadia and Mr. Neeraj Kumar Mishra. Nomination and Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the year 2017-18, One (1) Nomination and Remuneration Committee Meeting were held on 26.03.2018.

27. Stakeholders Relationship Committee:-

In accordance with the provisions of Section 178(5) of the Companies Act, 2013, the Company has constituted a Stakeholders Relationship Committee comprising of the following Directors viz., Mr. Neeraj Kumar Mishra (Chairman), Mr. Karan Mahesh Kapadia and Mr. Vinod Harmukhrai Beriwal. Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.u

During the year 2017-18, One (1) Stakeholders Relationship Committee Meeting were held on 26.03.2018.

28. Risk Management Policy:-

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

29. Nomination And Remuneration policy of Directors, Key Managerial Personnel And other Employees:-

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meetings, approved a policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than Managing/ Wholetime Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

30. Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statement:-

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance’s with management’s authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems.

Further, the testing of such controls shall also be carried out independently by the Statutory Auditors as mandated under the provisions of the Companies Act, 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

31. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing confidence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company’s vision and mission.

On behalf of the Board of Directors,

For G.G. Engineering Limited

Sd/-

Vinod Harmukhrai Beriwal

Chairman

Place: Mumbai,

Date: May 29, 2018