GNA Axles Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors of your Company have pleasure in presenting their 32nd Annual Report on the affairs of the Company together
with the Audited Accounts of the Company for the year ended March 31,2025.

FINANCIAL PERFORMANCE

The Financial results for the year are as under:-

Amount ('' in lacs)

Particulars	Year ended on March 31, 2025	Year ended on March 31, 2024
Net operating Revenue	153,974.07	150,626.18
Other Income	261.05	240.39
Profit Before Depreciation, Interest and Tax	21,322.40	19,972.41
Financial Costs	1,185.55	1,154.34
Profit before Depreciation and Tax	20,136.85	18,818.07
Depreciation	5,710.03	5,333.71
Profit before Tax	14,426.82	13,484.36
Tax Expense	3,714.61	3,482.27
Profit after tax	10,712.21	10,002.09
Earnings Per Share
- Basic	24.95	23.30
- Diluted	24.95	23.30

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

Revenue from operations increased by '' 3,347.89 Lacs to
'' 153,974.07 Lacs for the Fiscal 2025 from '' 150,626.18
Lacs for the Fiscal 2024, showing an increase of 2.22%.
Export sales increased by '' 6,415.84 Lacs to '' 84,035.99
Lacs for the Fiscal 2025 from '' 77,620.15 Lacs for the Fiscal
2024 due to the export of new Components. Domestic sales
decreased by '' 4,228.57 Lacs to '' 67,205.16 Lacs in the
Fiscal 2025 from '' 71,433.73 Lacs in the Fiscal 2024 thereby
showing a decrease of 5.92%.

The company earned Profit before Tax of '' 14,426.82 Lacs
during the year under review against '' 13,484.36 Lacs for
the Fiscal 2024 showing an increase of 6.99%. Profit after
tax increased by '' 710.12 Lacs to '' 10,712.21 Lacs for
the Fiscal 2025 from '' 10,002.09 Lacs for the Fiscal 2024
thereby showing an increase of 7.10%.

There has been no material changes and commitments
which can have an effect on the position of the Company
which have occurred between the end of the financial year
under review and the date of this report.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to
Reserves.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public
as such no amount on account of principal or interest on
deposits from public was outstanding as on March 31,2025.

RESOURCE UTILISATION
Property Plant & Equipment

The property, plant & Equipment (including capital work in
progress) as at March 31, 2025 were '' 40,578.55 Lacs as
against previous year’s value of 35,254.12 Lacs.

Current Assets

The net current assets as on March 31,2025 were '' 54,509.99
Lacs as against '' 44,980.14 Lacs in the previous year.

DIVIDEND

The Board of Directors in its meeting held on April 21,
2025 had recommended a dividend @ 30% i.e of '' 3.00/-
per Equity Share of '' 10/- each (Previous year '' 2.00/- per
Equity Share) to the shareholders of the Company for their
consideration and approval at the ensuing Annual General
Meeting of the Company. The dividend @ 30%, if approved
at the forthcoming Annual General Meeting, will result in
the outflow of '' 1,287.92 Lacs. The Dividend, if approved at
the ensuing Annual general Meeting, will be paid within the
stipulated time under the Companies Act, 2013 (subject to
deduction of Tax at source).

SHARE CAPITAL

The paid up Equity share Capital of the Company as on
March 31,2025 was '' 429,308,000/- divided into 42,930,800
Equity shares of '' 10/- each and there has been no change
in the Paid up Capital of the Company during the year under
review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

During the Year under review the Company has incorporated
a wholly owned subsidiary in the name of G N A Mobility
Limited with a paid of Capital of '' 5.00 Lacs. The
Company has now two subsidiaries namely GNA Axles
Inc. incorporated in Michhigan USA and M/s G N A Mobility
Limited incorporated with Registrar of Companies Punjab
& Chandigarh at Chandigarh. Both the subsidiaries are yet
to start their business operations. A statement pursuant to
section 129(3) in form AOC - 1 is enclosed as an Annexure
1 to this Report.

The Company does not have any associate or joint venture
Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
are prepared after consolidating the accounts of both the
Subsidiaries namely M/s GNA Axles Inc and M/s GNA
Mobility Limited in the form and manner prescribed under the
Companies Act, 2013 and shall be laid before the forthcoming
32nd Annual General Meeting. The Consolidated Financial
Statements are provided in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is
presented in a separate section forming part of this Annual
report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Your company has formulated its Corporate Social
Responsibility required under section 135 of the Companies
Act, 2013. The Company has identified following thrust
areas for CSR:

1. To promote and help in providing healthcare and
preventive healthcare facilities to the people.

2. To promote Education and help in delivering quality
education to the society and students.

3. To promote the rural sports, nationally recognised
sports and Olympic sports.

4. To take initiative in eradication of hunger, malnutrition,
sanitation.

5. To promote women empowerment

6. Any other project / programme pertaining to activities
listed in Schedule VII of the Companies(Corporate
Social Responsibility) Rules, 2014 and amendments
thereto.

The disclosures under Section 134(3) of the Companies Act,
2013 read with Rule 9 of Companies (Accounts) Rules2014

i.e. Annual Report on CSR activities for Financial Year 2024-25
is attached herewith as Annexure 2.

RISK MANAGEMENT

The Board of Directors of the Company had formulated
and approved the Risk Management Policy of the Company
under the provisions of the Companies Act 2013 and
SEBI (LODR), Regulations, 2015. The objective of Risk
Management at GNA Axles Limited is to create and protect
shareholder value by minimising threats or losses, and
identifying and maximising opportunities. An enterprise¬
wide risk management framework is applied so that effective
management of risks is an integral part of every employee''s
job.

The Risk Management Policy of the Company may be
accessed on the Company''s Website at the link:
http://gnagroup.com/wp-content/uploads/2015/09/Risk-
Management-Policy.pdf

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Pursuant to provisions of section 177 (9) of the Companies
Act, 2013, the Company has established a "Vigil
Mechanism" incorporating Vigil Mechanism Policy which
also incorporates the Whistle Blower Policy in terms of rule
7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 for employees and Directors of the Company,
for expressing the genuine concerns of unethical behaviour,
frauds or violation of the codes of conduct. The Company
has also provided adequate safeguards against victimisation
of employees and Directors who express their concerns.

The Policy on Vigil Mechanism as approved by the Board of
Directors can be accessed on the Company''s website at the
link:

http://gnagroup.com/wp-content/uploads/2015/09/VIGIL-

MECHANISM-POLICY.pdf

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company in their meeting held
on April 23, 2021 had adopted and approved the Dividend
Distribution policy of the Company and the same is annexed
as Annexure - 5 to this Directors Report and is available
on the website of the Company at www.gnaaxles.in/pdf/
unpaid-dividend/Dividend-Distribution-Policy-23.04.21.pdf.

REMUNERATION POLICY

The Board of Directors of the Company had formulated
and approved the Nomination and Remuneration Policy of
the Company which includes the criteria determining the
qualifications and other matters as provided under section
178(3) of the Companies Act 2013.

The Nomination and Remuneration Policy of the Company is
annexed hereto and forms part of this report as Annexure 3.

INTERNAL FINANCIAL CONTROL

The Internal Financial Control systems of the Company
with reference to financial statements are well placed and
are commensurate with the size and nature of operations of
the Company. The Statutory Auditors report on the internal
financial controls, as required under section 143 of the
Companies Act 2013 forms part of the Independent Auditors
Report as Annexure B.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE
WITH RELATED PARTIES

The Company has not entered into any contract or
arrangement with related parties during the period under
review except payment of remuneration and payment of
Dividend to the Related parties and the details the same
are included in the Notes on accounts forming part of the
Annual Accounts (both consolidated and standalone) form
part of this Annual Report .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan, provided any
guarantee, provided any security or made any investments
u/s 186 of the Companies Act during the financial year
2024-25 other than subscribing to the paid up share capital
of its wholly owned subsidiary incorporated in the financial
year in the name of G N A Mobility Limited to the tune of
'' 5.00 Lacs. .

DIRECTORS

During the year under review Mr. Gurdeep Singh resigned
from the Board of Directors of the Company citing personal
reasons. In accordance with provisions of the Articles of
Association of the Company, Mr. Harwinder Singh and
Mr. Gursaran Singh Directors of your Company, retire
by rotation at the conclusion of the forthcoming Annual
General Meeting and being eligible, offers themselves for
re-appointment. The Board of Directors recommends their
reappointment as Directors at the forthcoming Annual
General Meeting.

Pursuant to provisions of Section 203 of the Companies
Act, 2013, the Company has designated below mentioned
persons as KMP’s :-

WholeTime Key Managerial Personnel of the Company	Designation
Gursaran Singh	Executive Chairman
Jasvinder Singh	Executive Vice Chairman
Ranbir Singh	Managing Director & Chief Executive Office
Rakesh Kumar	Chief Financial Officer (CFO)
Gourav Jain	Company Secretary (CS)

There has been no change in the Key Managerial Personnel
of the Company during the year under review.

Declaration under Section 149(6):

The Independent Directors have submitted their disclosures
to the Board that they fulfill all the requirements as stipulated
in Section 149(6) of the Companies Act, 2013 so as to qualify
themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and read
with the relevant rules. The Board is of the opinion that the
Independent Directors of the Company possess requisite
qualifications, experience and expertise and they hold
highest standards of integrity.

Familiarisation programmes for Board Members:

The Board members are from time to time provided with
necessary documents/policies/internal procedures to
get them familiar with the practices of the Company. The
business strategies, performance, global developments,
legal& other updates, compliance reports and other relevant
information/reports etc. are being periodically provided to
the Board of Directors.

Board Evaluation:

The Company has put in place the policy for performance
evaluation of the Individual Directors of the company and the
Board as a whole including the Chairman of the Company.
The meeting of the Independent Directors of the Company
for the year 2024-25 was held on January 10, 2025 to
evaluate the performance of the Non Independent Directors
of the Company, the Chairman of the Company and Board
as a whole. The evaluation was done by discussing the
performance of the Individual Directors and the Board as a
whole.

AUDITORS AND AUDITORS'' REPORT
a. Statutory Auditors

The Shareholders of the Company in their 31st Annual
General Meeting held on September 19, 2024 had
appointed M/s G S Syal & Co. Chartered Accountants

Jalandhar as Statutory Auditors of the Company for
a period of 5 years i.e to do the Audit of the Books of
Accounts of the Company till March 31, 2029. The
Company has paid a sum of '' 7.50 Lacs (plus applicable
taxes to M/s G S Syal & Co, Chartered Accountants as
audit fees for the each Financial Year of their tenure.
The Auditor’s Report does not have any qualification,
reservation, adverse remark or disclaimer by the
Statutory Auditors.

b. Secretarial Auditor

M/s H.K & Associates, Practicing Company Secretaries,
were appointed as Secretarial Auditor for the year
2024-25. The Report of the Secretarial Auditor in form
no MR-3 is annexed to this Report. The Secretarial
Audit Report is self explanatory and do not call for any
comments. The Secretarial Audit Report forms part of
this report as Annexure 4.

As per the amended Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 the Company has to appoint Secretarial Auditors
for a tenure of 5 years. Accordingly, the Board of
Directors in its meeting held on April 21,2025, subject to
the approval of the shareholders in the ensuing Annual
General Meeting, has approved the appointment of
Mrs. Harsimran Kaur of M/s HK & Associates -
Company Secretaries Jalandhar as Secretarial Auditors
of the Company for a period of 5 years on such
remuneration as decided by the Managing Director in
consultation with the Secretarial Auditor. The Board
recommends the appointment of Mrs. Harsimran
Kaur of M/s HK & Associates - Company Secretaries
Jalandhar as Secretarial Auditors of the Company for a
tenure of Five years to hold office from the conclusion
of this 32nd Annual General Meeting till the conclusion
of 37th Annual General Meeting of the Company.

BOARD MEETINGS

During the Financial Year 2024-25, the Board met 4 times on
May 24, 2024, July 11, 2024, October 18, 2024 and January
10, 2025.

BOARD COMMITTEES

A. Audit Committee

The Audit Committee comprises of the following
Directors.

1. Air Vice Marshal Sarvjit Singh Hothi - Chairman

2. Mr. Jasminder Singh Johal - Independent Director

3. Mr. Ajit Singh - Independent Director

4. Mr. Ranbir Singh - Non Independent Director

5. Mr. Rajan Wadhera - Independent Director

B. Nomination and Remuneration Committee

The Nomination and remuneration Committee comprises
of the following Directors.

1. Mr. Ashwani Kumar Malhotra - Chairman

2. Mr. Jasminder Singh Johal - Independent Director

3. Air Vice Marshall Saravjit Singh Hothi (Retd.) -
Independent Director

C. Stakeholders'' Relationship Committee

The Stakeholder Relationship Committee comprises of
the following Directors.

1. Mr. Ajit Singh - Chairman

2. Mr. Jasvinder Singh - Non Independent Director

3. Mrs. Pooja Uppal - Independent Director

D. Corporate Social Responsibility Committee

The Corporate Social responsibility Committee
comprises of the following Directors

1. Air Vice Marshal Sarvjit Singh Hothi - Chairman
(w.e.f June 10, 2022)

2. Mr. Ashwani Kumar Malhotra - Independent
Director

3. Mr. Ranbir Singh - Non Independent Director

E. Risk Management Committee

The Risk Mamagement Committee comprises of the
following Directors

1. Mr. Ranbir Singh - Chairman

2. Mr. Jasvinder Singh

3. Mr. Kulwin Seehra

4. Mr. Jasminder Singh Johal

CORPORATE GOVERNANCE

A Separate section on Corporate Governance forms
an integral part of this Annual Report of the Company.
The Statutory Auditors of the Company have given their
certificate regarding the compliance of the conditions of
Corporate Governance as stipulated under the SEBI (LODR)
Regulations, 2015 and the same is annexed to the report on
Corporate Governance.

BUSINESS RESPONSIBILITY SUSTAINABILITY REPORT

In Compliance of regulation 34 of SEBI Listing regulations, the
Business Responsibility Sustainability Report detailing the
various initiatives taken by the Company on environmental,
social and governance front is forming part of this Annual
Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS & OUTGO

Conservation of energy has been a major area of emphasis
of your Company and every effort is made to achieve
the optimum utilisation of energy in carrying out the
manufacturing processes. Particulars with respect to
conservation of energy and other areas as per section 134
(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 are provided in Annexure 6.

ANNUAL RETURN

In terms of the provisions of section 92(3) of the Companies
Act, 2013 read with Companies (Amendment) Act 2017 and
the relevant rules made thereunder, a copy of the Annual
Return as prescribed under Section 92 of the Companies Act,
2013 as amended shall be made available at the website of
the Company www.gnaaxles.in under the investor relations
tab on the website of the Company.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

For your Company its Human Resources are its most
important assets. It has been the endeavor of the Company
to attract and retain talent. Performance management is the
key word for the Company. The Industrial relations have been
peaceful and harmonious in both the plants of the Company
during the year under review. As on March 31, 2025, 1537
personnel were employed by the Company.

PERSONNEL & RELATED INFORMATION

The disclosures required under section 197(12) of the
Companies Act 2013 and Rule 5(1) of the Companies
(Appointment & Remuneration of Managerial Personnel)
Rules, 2014 are annexed as Annexure 7 hereto and forms
part of this report.

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

The Company has in place a Prevention of Sexual
Harassment policy (POSH) in line with the requirement of
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Compliance
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees
(Permanent, contractual, temporary and trainees) are
covered under this policy. The Company has not received
any complaint about sexual harassment during the year
2024-25.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the
Directors of the company confirm that:

1. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed;

2. Appropriate accounting policies have been selected
and applied consistently, and have made judgments

and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit or loss of the Company for that period;

3. Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safe guarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

4. The annual accounts have been prepared on a going
concern basis.

5. The Board of Director of the Company has laid down
internal financial controls to be followed by the
Company and such internal financial controls are
adequate and were operating effectively.

6. Devised proper systems to ensure compliance with the
provisions of all applicable laws and those systems
were adequate and operating effectively.

GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:

1. Details of joint venture or associate company.

2. Issue of equity shares with differential rights to dividend,
voting or otherwise.

3. Details relating to the deposits covered under Chapter
V of the Companies Act 2013.

4. No significant/material orders have been passed by
any Regulator/Court /Tribunal which could impact
the going concern status & future operations of the
Company.

5. No change in nature of Business of the Company.
ACKNOWLEDGEMENT

Your Directors express their appreciation for the sincere
co-operation and assistance of the Central and state
Government authorities, bankers, customers, suppliers and
business associates. Your Directors also wish to place on
record their appreciation for the Committed employees
of the Company. They also acknowledge with gratitude,
the encouragement and support extended by our valued
shareholders.

For and on Behalf of the Board

Date: April 21, 2025 Ranbir Singh Kulwin Seehra

Place: Mehtiana Managing Director & CEO Executive Director

---

Mar 31, 2024

The Directors of your Company have pleasure in presenting their 31^st Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended March 31,2024.

Financial Performance

The Financial results for the year are as under:-

Amount ('' in Lacs)

Particulars	Year ended on March 31, 2024	Year ended on March 31, 2023
Net operating Revenue	1,50,626.18	1,58,293.37
Other Income	240.39	142.58
Profit Before Depreciation, Interest and Tax	19,972.41	23,411.80
Financial Costs	1,154.34	1,096.38
Profit before Depreciation and Tax	18,818.07	22,315.42
Depreciation	5,333.71	4,851.25
Profit before Tax	13,484.36	17,464.17
Tax Expense	3,482.27	4,441.06
Profit after tax	10,002.09	13,023.11
Earnings Per Share
- Basic	23.30	60.67
- Diluted	23.30	60.67

Financial analysis and review of operations:

Revenue from operations decreased by '' 7,667.19 Lacs to '' 1,50,626.18 Lacs for the Fiscal 2024 from '' 1,58,293.37 Lacs for the Fiscal 2023, showing a decrease of 4.84%. Export sales decreased by '' 6,271.22 Lacs to '' 77,620.15 Lacs for the Fiscal 2024 from '' 83,891.37 Lacs for the Fiscal 2023 due to the correction in the steel prices. Domestic sales decreased by '' 632.21 Lacs to '' 71,433.73 Lacs in the Fiscal 2024 from '' 72,065.94 Lacs in the Fiscal 2024 thereby showing a decrease of 0.88 %.

The Company earned Profit before Tax of '' 13,484.36 Lacs during the year under review against '' 17,464.17 Lacs for the Fiscal 2023 showing a decrease of 22.79%. Profit after tax decreased by '' 3,021.02 Lacs to '' 10,002.09 Lacs for the Fiscal 2024 from '' 13,023.11 Lacs for the Fiscal 2023 thereby showing a decrease of 23.20 %.

There has been no material changes and commitments which can have an effect on the position of the Company which have occurred between the end of the financial year under review and the date of this report.

Transfer to reserves

Your Directors do not propose to transfer any amount to Reserves.

Deposits from Public

The Company has not accepted any deposits from the public as such no amount on account of principal or interest on deposits from public was outstanding as on March 31,2024.

Resource Utilisation:

Property Plant & Equipment

The property, plant & Equipment (including capital work in progress) as at March 31, 2024 were '' 35,254.12 Lacs as against previous year’s value of '' 31,738.30 Lacs.

Current Assets

The net current assets as on March 31,2024 were '' 44,980.14 Lacs as against '' 39,420.84 Lacs in the previous year.

Dividend:

The Board of Directors in its meeting held on May 24, 2024 had recommended a dividend @ 20.00 % i.e of '' 2.00/- per Equity Share of '' 10/- each (Previous year '' 6.00/- per Equity Share) to the shareholders of the Company for their consideration and approval at the ensuing Annual General Meeting of the Company. The dividend @ 20.00 %, if approved at the forthcoming Annual General Meeting, will result in the outflow of '' 858.62 Lacs. The Dividend, if approved at the ensuing Annual General Meeting, will be paid within the stipulated time under the Companies Act, 2013 (subject to deduction of Tax at source).

Share Capital

The paid up Equity share Capital of the Company as on March 31, 2024 was '' 42,93,08,000/- divided into 4,29,30,800 Equity shares of '' 10/- each. During the Year under review the Company alloted bonus equity shares in the ratio of 1:1 to the shareholders of the Company and the share capital of the Company increased from '' 21,46,54,000 to '' 42,93,08,000.

Bonus Shares

During the financial year 2023-24, the Company issued and allotted 2,14,65,400 Bonus Equity Share of Rs. 10 each in proportion of 1 (one) Bonus Equity Share for every 1 (one) Equity Share (fully paid-up). The said shares rank pari-passu in all respects with the existing fully paid-up equity shares of the Company. Post bonus share, the issued and paid-up share capital of the Company increased to '' 42,93,08,000

Subsidiaries, Joint Ventures and Associate Companies

The Company has one subsidiary namely GNA Axles Inc. incorporated in Michhigan USA. The subsidiary is yet to start its business operations. A statement pursuant to section 129(3) in form AOC - 1 is enclosed as an Annexure 1 to this Report.

The Company does not have any associate or joint venture Company.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared after consolidating the accounts of the Subsidiary Company M/s GNA Axles Inc in the form and manner prescribed under the Companies Act, 2013 and shall be laid before the forthcoming 31^st Annual General Meeting. The Consolidated Financial Statements are provided in this Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is presented in a separate section forming part of this Annual report.

Corporate Social Responsibility (CSR) Initiatives:

Your company has formulated its Corporate Social Responsibility required under section 135 of the Companies Act, 2013. The Company has identified following thrust areas for CSR:

1. To promote and help in providing healthcare and preventive healthcare facilities to the people.

2. To promote Education and help in delivering quality education to the society and students.

3. To promote the rural sports, nationally recognised sports and Olympic sports.

4. To take initiative in eradication of hunger, malnutrition, sanitation.

5. To promote women empowerment

6. Any other project / programme pertaining to activities listed in Schedule VII of the Companies(Corporate Social Responsibility) Rules, 2014 and amendments thereto.

The disclosures under Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules2014

i.e. Annual Report on CSR activities for Financial Year 202324 is attached herewith as Annexure 2.

Risk Management

The Board of Directors of the Company had formulated and approved the Risk Management Policy of the Company under the provisions of the Companies Act 2013 and SEBI (LODR), Regulations, 2015. The objective of Risk Management at GNA Axles Limited is to create and protect shareholder value by minimising threats or losses, and identifying and maximising opportunities. An enterprisewide risk management framework is applied so that effective management of risks is an integral part of every employee’s job.

The Risk Management Policy of the Company may be accessed on the Company’s Website at the link: http://gnagroup.com/wp-content/uploads/2015/09/Risk-Management-Policy.pdf

Vigil Mechanism and Whistle Blower Policy.

Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism" incorporating Vigil Mechanism Policy which also incorporates the Whistle Blower Policy in terms of rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, frauds or violation of the codes of conduct. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns.

The Policy on Vigil Mechanism as approved by the Board of Directors can be accessed on the Company’s website at the link:

http://gnagroup.com/wp-content/uploads/2015/09/VIGIL-

MECHANISM-POLICY.pdf

Dividend Distribution Policy

The Board of Directors of the Company in their meeting held on April 23, 2021 had adopted and approved the Dividend

Distribution policy of the Company and the same is annexed as Annexure - 5 to this Directors Report and is available on the website of the Company at www.gnaaxles.in/pdf/ unpaid-dividend/Dividend-Distribution-Policy-23.04.21.pdf.

Remuneration Policy

The Board of Directors of the Company had formulated and approved the Nomination and Remuneration Policy of the Company which includes the criteria determining the qualifications and other matters as provided under section 178(3) of the Companies Act 2013.

The Nomination and Remuneration Policy of the Company is annexed hereto and forms part of this report as Annexure 3.

Internal Financial Control:

The Internal Financial Control systems of the Company with reference to financial statements are well placed and are commensurate with the size and nature of operations of the Company. The Statutory Auditors report on the internal financial controls, as required under section 143 of the Companies Act 2013 forms part of the Independent Auditors Report as Annexure B.

Particulars of Contracts or Arrangements made with Related Parties:

The Company has not entered into any contract or arrangement with related parties during the period under review except payment of remuneration and payment of Dividend to the Related parties and the details the same are included in the Notes on accounts forming part of the Annual Accounts (both consolidated and standalone) form part of this Annual Report.

Particulars of Loans, Guarantees or Investments Made Under Section 186 of the Companies Act, 2013

The Company has not given any loan, provided any guarantee, provided any security or made any investments u/s 186 of the Companies Act during the financial year 2023-2024.

Directors

In accordance with provisions of the Articles of Association of the Company, Mr. Ranbir Singh, Mr. Gurdeep Singh and Mr. Maninder Singh Directors of your Company, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. The Board of Directors recommends their reappointment as Directors at the forthcoming Annual General Meeting. Mr. Saravjit Singh Hothi, Non Executive Independent Director of the Company was appointed on June 09, 2022 for a period of 5 years. He is attaining the Age of 75 years on October 23, 2024. In terms of Regulation 17A

of SEBI (LODR) regulations, 2015 his appointment is to be ratified by the shareholder by way of Special Resolution for continuation of his Directorship. Your Directors recommend the continuation of his Directorship at the forthcoming Annual General Meeting.

Pursuant to provisions of Section 203 of the Companies Act, 2013, the Company has designated below mentioned

persons as KMP’s _:-

WholeTime Key Managerial Personnel of the Company	Designation
Gursaran Singh	Executive Chairman
Jasvinder Singh	Executive Vice Chairman
Ranbir Singh	Managing Director & Chief Executive Office
Rakesh Kumar	Chief Financial Officer (CFO)
Gourav Jain	Company Secretary (CS)

There has been no change in the Key Managerial Personnel of the Company during the year under review.

Declaration under Section 149(6):

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and read with the relevant rules. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

Familiarisation programmes for Board Members:

The Board members are from time to time provided with necessary documents/policies/internal procedures to get them familiar with the practices of the Company. The business strategies, performance, global developments, legal& other updates, compliance reports and other relevant information/reports etc. are being periodically provided to the Board of Directors.

Board Evaluation:

The Company has put in place the policy for performance evaluation of the Individual Directors of the Company and the Board as a whole including the Chairman of the Company. The meeting of the Independent Directors of the Company for the year 2023-2024 was held on February 09, 2024 to evaluate the performance of the Non Independent Directors of the Company, the Chairman of the Company and Board as a whole. The evaluation was done by discussing the performance of the Individual Directors and the Board as a whole.

Auditors and Auditors'' Report:

a. Statutory Auditors:

The tenure of Statutory Auditors M/s Harish & Co., Chartered Accountants is going to end at the ensuing Annual General Meeting and the Board of Directors in their meeting held on July 11, 2024 had appointed M/s G S Syal & Co., Chartered Accountants Jalandhar as Statutory Auditors of the Company for a period of 5 years, i.e to do the Audit of the Books of Accounts of the Company till March 31, 2029, subject to the approval of the shareholders in the ensuing Annual General Meeting. M/s G S Syal & Co., Chartered Accounts have confirmed their eligibility to be appointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. The Board of Directors recommend the appointment of M/s G S Syal & Co, Chartered Accountants as Statutory Auditors of the Company hold office from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2029. The Company intends to pay a a sum of '' 7.50 Lacs (Plus Applicable Taxes) to M/s G S Syal & Co, Chartered Accountants as Statutory Audit Fees for the each Financial Year of their tenure. During the year under review, the Company has paid a sum of '' 7.50 Lacs as Statutory Audit Fees to M/s Harish & Co., the Statutory Auditors.

The Auditor’s Report does not have any qualification, reservation, adverse remark or disclaimer by the Statutory Auditors.

b. Secretarial Auditor:

M/s H.K & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditor for the year 2023-24. The Report of the Secretarial Auditor in form no MR-3 is annexed to this Report. The Secretarial Audit Report is self explanatory and do not call for any comments. The Secretarial Audit Report forms part of this report as Annexure 4.

Board Meetings:

During the Financial Year 2023-24, the Board met 4 times on May 01,2023, July 21,2023, October 27, 2023 and February 09, 2024.

Board Committees

A. Audit Committee

The Audit Committee comprises of the following Directors.

1. Air Vice Marshal Sarvjit Singh Hothi - Chairman, Independent Director

2. Mr. Jasminder Singh Johal - Independent Director

3. Mr. Ajit Singh - Independent Director

4. Mr. Ranbir Singh - Non Independent Director

5. Mr. Rajan Wadhera - Independent Director

B. Nomination and Remuneration Committee

The Nomination and remuneration Committee comprises of the following Directors.

1. Mr. Ashwani Kumar Malhotra - Chairman, Independent Director

2. Mr. Jasminder Singh Johal - Independent Director

3. Mr. Gurdeep Singh - Non Independent Director

C. Stakeholders'' Relationship Committee

The Stakeholder Relationship Committee comprises of the following Directors.

1. Mr. Ajit Singh - Chairman, Independent Director

2. Mr. Jasvinder Singh - Non Independent Director

3. Mrs. Pooja Uppal - Independent Director

D. Corporate Social Responsibility Committee

The Corporate Social responsibility Committee comprises of the following Directors

1. Air Vice Marshal Sarvjit Singh Hothi - Chairman, Independent Director

2. Mr. Ashwani Kumar Malhotra - Independent Director

3. Mr. Ranbir Singh - Non Independent Director

E. Risk Management Committee

The Corporate Social responsibility Committee comprises of the following Directors

1. Mr. Ranbir Singh - Non Independent Director

2. Mr. Gurdeep Singh - Non Independent Director

3. Mr. Kulwin Seehra - Non Independent Director

4. Mr. Jasminder Singh Johal - Independent Director

Corporate Governance

A Separate section on Corporate Governance forms an integral part of this Annual Report of the Company. The Statutory Auditors of the Company have given their certificate regarding the compliance of the conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 and the same is annexed to the report on Corporate Governance.

Business Responsibility Sustainability Report

In Compliance of regulation 34 of SEBI Listing regulations, the Business Responsibility Sustainability Report detailing the various initiatives taken by the Company on environmental, social and governance front is forming part of this Annual Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo:

Conservation of energy has been a major area of emphasis of your Company and every effort is made to achieve the optimum utilisation of energy in carrying out the manufacturing processes. Particulars with respect to conservation of energy and other areas as per section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure 6.

Annual return

In terms of the provisions of section 92(3) of the Companies Act, 2013 read with Companies (Amendment) Act 2017 and the relevant rules made thereunder, a copy of the Annual Return as prescribed under Section 92 of the Companies Act, 2013 as amended shall be made available at the website of the Company www.gnaaxles.in under the investor relations tab on the website of the Company.

Human Resources/Industrial Relations:

For your Company its Human Resources are its most important assets. It has been the endeavor of the Company to attract and retain talent. Performance management is the key word for the Company. The Industrial relations have been peaceful and harmonious in both the plants of the Company during the year under review. As on March 31, 2024, 1489, personnel were employed by the Company.

Personnel & Related Information:

The disclosures required under section 197(12) of the Companies Act 2013 and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure 7 hereto and forms part of this report.

Disclosure under Sexual Harrassement of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a Prevention of Sexual Harassment policy (POSH) in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any complaint about sexual harassment during the year 2023-24.

Director''s Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors of the Company confirm that:

1. In the preparation of the annual accounts, the applicable

Accounting Standards have been followed;

2. Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

5. The Board of Director of the Company has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

6. Devised proper systems to ensure compliance with the provisions of all applicable laws and those systems were adequate and operating effectively.

General Disclosures:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details of joint venture or associate company.

2. Issue of equity shares with differential rights to dividend, voting or otherwise.

3. Details relating to the deposits covered under Chapter V of the Companies Act 2013.

4. No significant/material orders have been passed by any Regulator/Court /Tribunal which could impact the going concern status & future operations of the Company.

5. No change in nature of Business of the Company.

Acknowledgement:

Your Directors express their appreciation for the sincere co-operation and assistance of the Central and state Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their appreciation for the Committed employees of the Company. They also acknowledge with gratitude, the encouragement and support extended by our valued shareholders.

For and on Behalf of the Board

Date: July 11, 2024 Gursaran Singh

Place: Mehtiana Executive Chairman

---

Mar 31, 2023

DIRECTOR''S REPORT

Dear Members,

The Directors of your Company have pleasure in presenting their 30^th Annual Report on the affairs of the Company together with
the Audited Accounts of the Company for the year ended March 31,2023.

FINANCIAL PERFORMANCE

The Financial results for the year are as under:-

Particulars	Year ended on March 31, 2023	Year ended on March 31, 2022
Net operating Revenue	158293.37	127047.36
Other Income	141.47	55.56
Profit Before Depreciation, Interest and Tax	23411.80	18096.95
Financial Costs	1096.38	1122.72
Profit before Depreciation and Tax	22315.42	17,029.81
Depreciation	4851.24	4970.89
Profit before Tax	17464.17	12058.92
Tax Expense	4441.06	3179.95
Profit after tax	13023.11	8878.97
Earnings Per Share
- Basic	60.67	41.36
- Diluted	60.67	41.36

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS:

Revenue from operations Increased by '' 31246.01 Lacs to
'' 158293.37 Lacs for the Fiscal 2023 from '' 127047.36 Lacs
for the Fiscal 2022, showing an increase of 24.59%. Export
sales increased by '' 839.59 Lacs to '' 83891.37 Lacs for the
Fiscal 2023 from '' 76051.78 Lacs for the Fiscal 2022 due to
the improved demand from the customers. Domestic sales
increased by '' 23839.06 Lacs to '' 72065.94 Lacs in the
Fiscal 2023 from '' 48226.88 Lacs in the Fiscal 2022 thereby
showing an increase of 49.43 % owing to better demand of
the Company’s products in the domestic auto industry.

The company earned Profit before Tax of '' 17464.17 Lacs
during the year under review against '' 12058.93 Lacs for
the Fiscal 2022 showing an increase of 44.82%. Profit after
tax increased by '' 1828.05 Lacs to '' 13023.11 Lacs for the
Fiscal 2023 from '' 8878.97 Lacs for the Fiscal 2022 thereby
showing an increase of 46.67 %.

There has been no material changes and commitments
which can have an effect on the position of the Company
which have occurred between the end of the financial year
under review and the date of this report.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to
Reserves.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public
as such no amount on account of principal or interest on
deposits from public was outstanding as on March 31,2023.

RESOURCE UTILISATION:

Property Plant & Equipment

The property, plant & Equipment (including capital work in
progress) as at March 31, 2023 were '' 31738.30 Lacs as
against previous year’s value of '' 29061.39 Lacs.

Current Assets

The net current assets as on March 31,2023 were '' 39420.83
Lacs as against '' 31530.52 Lacs in the previous year.

DIVIDEND:

The Board of Directors in its meeting held on May 1, 2023
had recommended a dividend @ 60.00 % i.e of '' 6.00/- per
Equity Share of '' 10/- each, on 2,14,65,400 Equity Shares,
(Previous year '' 5.00/- per Equity Share) to the shareholders
of the Company for their consideration and approval at
the ensuing Annual General Meeting of the Company. The
dividend @ 60.00 %, if approved at the forthcoming Annual
General Meeting, will result in the outflow of '' 1287.92 Lacs.
The Dividend, if approved at the ensuing Annual general
Meeting, will be paid within the stipulated time under the
Companies Act, 2013 (subject to deduction of Tax at source).

SHARE CAPITAL

The paid up Equity share Capital of the Company as on
March 31,2023 was '' 21,46,54,000/- divided into 2,14,65,400
Equity shares of '' 10/- each. There was no change in the
share capital during the year.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company has one subsidiary namely GNA Axles Inc.
incorporated in Michhigan USA. The subsidiary is yet to start its
business operations. A statement pursuant to section 129(3)
in form AOC - 1 is enclosed as an Annexure 1 to this Report.
The Company does not have any associate or joint venture
Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are
prepared after consolidating the accounts of the Subsidiary
Company M/s GNA Axles Inc in the form and manner
prescribed under the Companies Act, 2013 and shall be
laid before the forthcoming 30th Annual General Meeting.
The Consolidated Financial Statements are provided in this
Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is presented
in a separate section forming part of this Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your company has formulated its Corporate Social
Responsibility required under section 135 of the Companies
Act, 2013. The Company has identified following thrust
areas for CSR:

1. To promote and help in providing healthcare and
preventive healthcare facilities to the people.

2. To promote Education and help in delivering quality
education to the society and students.

3. To promote the rural sports, nationally recognised
sports and Olympic sports.

4. To take initiative in eradication of hunger, malnutrition,
sanitation.

5. To promote women empowerment

6. Any other project / programme pertaining to activities
listed in Schedule VII of the Companies (Corporate
Social Responsibility) Rules, 2014 and amendments
thereto.

The disclosures under Section 134(3) of the Companies Act,
2013 read with Rule 9 of Companies (Accounts) Rules2014

i.e. Annual Report on CSR activities for Financial Year 2022¬
23 is attached herewith as Annexure - 2.

RISK MANAGEMENT

The Board of Directors of the Company had formulated and
approved the Risk Management Policy of the Company under
the provisions of the Companies Act 2013 and SEBI (LODR),
Regulations, 2015. The objective of Risk Management at GNA
Axles Limited is to create and protect shareholder value by
minimising threats or losses, and identifying and maximising
opportunities. An enterprise-wide risk management
framework is applied so that effective management of risks is
an integral part of every employee''s job.

The Risk Management Policy of the Company may be
accessed on the Company’s Website at the link: http://
gnagroup.com/wp-content/uploads/2015/09/Risk-
Management-Policy.pdf

VIGIL MECHANISM AND WHISTLE BLOWER POLICY.

Pursuant to provisions of section 177 (9) of the Companies
Act, 2013, the Company has established a "Vigil
Mechanism" incorporating Vigil Mechanism Policy which
also incorporates the Whistle Blower Policy in terms of rule
7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 for employees and Directors of the Company,
for expressing the genuine concerns of unethical behavior,
frauds or violation of the codes of conduct. The Company
has also provided adequate safeguards against victimisation
of employees and Directors who express their concerns.

The Policy on Vigil Mechanism as approved by the Board of
Directors can be accessed on the Company''s website at the link:
http://gnagroup.com/wp-content/uploads/2015/09/VIGIL-
MECHANISM-POLICY.pdf

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company in their meeting held
on April 23, 2021 had adopted and approved the Dividend
Distribution policy of the Company and the same is annexed
as Annexure - 5 to this Directors Report and is available
on the website of the Company at www.gnaaxles.in/pdf/
unpaid-dividend/Dividend-Distribution-Policy-23.04.21.pdf.

REMUNERATION POLICY

The Board of Directors of the Company had formulated
and approved the Nomination and Remuneration Policy of
the Company which includes the criteria determining the
qualifications and other matters as provided under section
178(3) of the Companies Act 2013.

The Nomination and Remuneration Policy of the Company is
annexed hereto and forms part of this report as Annexure - 3.

INTERNAL FINANCIAL CONTROL:

The Internal Financial Control systems of the Company
with reference to financial statements are well placed and

are commensurate with the size and nature of operations of
the Company. The Statutory Auditors report on the internal
financial controls, as required under section 143 of the
Companies Act 2013 forms part of the Independent Auditors
Report as Annexure B.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE
WITH RELATED PARTIES:

The Company has not entered into any contract or
arrangement with related parties during the period under
review except payment of remuneration and payment of
Dividend to the Related parties and the details the same
are included in the Notes on accounts forming part of the
Annual Accounts (both consolidated and standalone) form
part of this Annual Report .

PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The Company has not given any loan, provided any guarantee,
provided any security or made any investments u/s 186 of
the Companies Act during the financial year 2022-2023.

DIRECTORS

In accordance with provisions of the Articles of Association
of the Company, Mr. Gursaran Singh, Mr. Jasvinder Singh
and Mr. Kulwin Seehra Directors of your Company, retire
by rotation at the conclusion of the forthcoming Annual
General Meeting and being eligible, offers themselves for
re-appointment. The tenure of Lt. General Praveen Bakshi
(retd.) Non Executive Independent Director of the Company
is going to end on October 22, 2023. The Board of Directors
of the Company in its meeting held on July 21, 2023, upon
the recommendations of the Nomination and Remuneration
Committee of the Board, had reappointed Lt. Gen Bakshi (retd.)
as Non Executive Independent Director of the Company for
a second tenure of 5 years w.e.f October 23, 2023 subject to
the approval of the shareholders of the Company. The Board
of Directors recommends their reappointment as Directors
at the forthcoming Annual General Meeting.

Pursuant to provisions of Section 203 of the Companies
Act, 2013, the Company has designated below mentioned
persons as KMP’s :-

Whole Time Key Managerial Personnel of the Company	Designation
Gursaran Singh	Executive Chairman
Jasvinder Singh	Executive Vice Chairman
Ranbir Singh	Managing Director & Chief Executive Office
Rakesh Kumar	Chief Financial Officer (CFO)
Gourav Jain	Company Secretary (CS)

There has been no change in the Key Managerial Personnel
of the Company during the year under review.

Declaration under Section 149(6):

The Independent Directors have submitted their disclosures
to the Board that they fulfill all the requirements as stipulated
in Section 149(6) of the Companies Act, 2013 so as to qualify
themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and read
with the relevant rules. The Board is of the opinion that the
Independent Directors of the Company possess requisite
qualifications, experience and expertise and they hold
highest standards of integrity.

Familiarisation programmes for Board Members:

The Board members are from time to time provided with
necessary documents/policies/internal procedures to
get them familiar with the practices of the Company. The
business strategies, performance, global developments,
legal& other updates, compliance reports and other relevant
information/reports etc. are being periodically provided to
the Board of Directors.

Board Evaluation:

The Company has put in place the policy for performance
evaluation of the Individual Directors of the Company and the
Board as a whole including the Chairman of the Company. The
meeting of the Independent Directors of the Company for the
year 2022-2023 was held on January 31, 2023 to evaluate
the performance of the Non Independent Directors of the
Company, the Chairman of the Company and Board as a whole.
The evaluation was done by discussing the performance of the
Individual Directors and the Board as a whole.

AUDITORS AND AUDITORS'' REPORT:

a. Statutory Auditors:

The shareholders of the Company in their 26th
Annual General Meeting had appointed M/s Harish &
Co. Chartered Accountants Jalandhar as Statutory
Auditors of the Company for a period of 5 years upto
the conclusion of 31st Annual General Meeting of the
Company. The Company has paid a sum of '' 7.50 lacs
(plus GST) to M/s Harish & Co, Chartered Accountants
as audit fees during the Financial Year ended March
31, 2023. The Auditor’s Report does not have any
qualification, reservation, adverse remark or disclaimer
by the Statutory Auditors.

b. Secretarial Auditor:

M/s H.K & Associates, Practicing Company Secretaries,
were appointed as Secretarial Auditor for the year
2022-23. The Report of the Secretarial Auditor in form
no MR-3 is annexed to this Report. The Secretarial
Audit Report is self explanatory and do not call for any
comments. The Secretarial Audit Report forms part of
this report as Annexure - 4.

BOARD MEETINGS:

During the Financial Year 2022-23, the Board met 5 times
on April 29, 2022, June 6, 2022, August 13, 2022, October 21,
2022 and January 31,2023.

BOARD COMMITTEESA. Audit Committee

The Audit Committee comprises of the following
Directors.

1. Air Cmde Shailindra Singh Kaushik - Chairman
(Upto 09.06.2022)

2. Air Vice Marshal Sarvjit Singh Hothi - Chairman
(w.e.f 10.06.2022)

3. Mr. Jasminder Singh Johal - Independent Director

4. Mr. Ajit Singh - Independent Director

5. Mr. Ranbir Singh - Non Independent Director

6. Mr. Rajan Wadhera - Independent Director (w.e.f

13.08.2022)

B. Nomination and Remuneration Committee

The Nomination and remuneration Committee
comprises of the following Directors.

1. Mr. Vikas Uppal - Chairman (upto 09.06.2022)

2. Mr. Ashwani Kumar Malhotra - Chairman (w.e.f

10.09.2022)

3. Mr. Jasminder Singh Johal - Independent Director

4. Mr. Gurdeep Singh - Non Independent Director

C. Stakeholders'' Relationship Committee

The Stakeholder Relationship Committee comprises of
the following Directors.

1. Mr. Ajit Singh - Chairman

2. Mr. Jasvinder Singh - Non Independent Director

3. Mrs. Pooja Uppal - Independent Director

4. Mrs. Geeta Khanna - Chairperson (upto 09.06.2022)

D. Corporate Social Responsibility Committee

The Corporate Social responsibility Committee
comprises of the following Directors

1. Air Cmde Shailindra Singh Kaushik - Chairman
(Upto 09.06.2022)

2. Air Vice Marshal Sarvjit Singh Hothi - Chairman
(w.e.f 10.06.2022)

3. Mr. Ashwani Kumar Malhotra - Independent Director

4. Mr. Ranbir Singh - Non Independent Director

E. Risk Management Committee

The Corporate Social responsibility Committee comprises
of the following Directors

1. Mr. Ranbir Singh - Chairman

2. Mr. Gurdeep Singh

3. Mr. Kulwin Seehra

4. Mr. Jasminder Singh Johal

CORPORATE GOVERNANCE

A Separate section on Corporate Governance forms
an integral part of this Annual Report of the Company.
The Statutory Auditors of the Company have given their
certificate regarding the compliance of the conditions of
Corporate Governance as stipulated under the SEBI (LODR)
Regulations, 2015 and the same is annexed to the report on
Corporate Governance.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In Compliance of regulation 34 of SEBI Listing regulations,
the Business Responsibility Report detailing the various
initiatives taken by the Company on environmental, social
and governance front is forming part of this Annual Report.

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

Conservation of energy has been a major area of emphasis
of your Company and every effort is made to achieve the
optimum utilisation of energy in carrying out the manufacturing
processes. Particulars with respect to conservation of energy
and other areas as per section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 are provided in Annexure - 6.

ANNUAL RETURN

In terms of the provisions of section 92(3) of the Companies
Act, 2013 read with Companies (Amendment) Act 2017 and
the relevant rules made thereunder, a copy of the Annual
Return as prescribed under Section 92 of the Companies
Act, 2013 as amended shall be made available at the website
of the Company www.gnagroup.com under the investor
relations tab on the website of the Company.

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

For your Company its Human Resources are its most
important assets. It has been the endeavor of the Company
to attract and retain talent. Performance management is the
key word for the Company. The Industrial relations have been
peaceful and harmonious in both the plants of the Company
during the year under review. As on March 31, 2023, 1421
personnel were employed by the Company.

PERSONNEL & RELATED INFORMATION:

The disclosures required under section 197(12) of the
Companies Act 2013 and Rule 5(1) of the Companies

(Appointment & Remuneration of Managerial Personnel)
Rules, 2014 are annexed as Annexure - 7 hereto and forms
part of this report.

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

The Company has in place a Prevention of Sexual
Harassment policy (POSH) in line with the requirement of
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Compliance
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees
(Permanent, contractual, temporary and trainees) are
covered under this policy. The Company has not received
any complaint about sexual harassment during the year
2022-23.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the
Directors of the Company confirm that:

1. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed;

2. Appropriate accounting policies have been selected
and applied consistently, and have made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit or loss of the Company for that period;

3. Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safe guarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going
concern basis.

5. The Board of Director of the Company has laid down
internal financial controls to be followed by the
Company and such internal financial controls are
adequate and were operating effectively.

6. Devised proper systems to ensure compliance with the
provisions of all applicable laws and those systems
were adequate and operating effectively.

GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:

1. Details of joint venture or associate company.

2. Issue of equity shares with differential rights to dividend,
voting or otherwise.

3. Details relating to the deposits covered under Chapter
V of the Companies Act 2013.

4. No significant/material orders have been passed by
any Regulator/Court /Tribunal which could impact
the going concern status & future operations of the
Company.

5. No change in nature of Business of the Company.
ACKNOWLEDGEMENT:

Your Directors express their appreciation for the sincere co¬
operation and assistance of the Central and state Government
authorities, bankers, customers, suppliers and business
associates. Your Directors also wish to place on record their
appreciation for the Committed employees of the Company.
They also acknowledge with gratitude, the encouragement
and support extended by our valued shareholders.

For And on Behalf of the BoardDate: July 21, 2023 Gursaran SinghPlace: Mehtiana Executive Chairman

---

Mar 31, 2018

Director''s Report

Dear Members,

The Directors of your Company have pleasure in presenting their 25th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2018.

FINANCIAL RESULTS AND ANALYSIS

The Financial results for the year are as under: Rs, in Lacs

Particulars	Year ended on 31st March, 2018	Year ended on 31st March, 2017
Net operating Revenue	67013.52	51340.96
Other Income	287.50	289.54
Profit Before Depreciation, Interest and Tax	10591.96	8334.78
Financial Costs	709.45	1251.79
Profit before Depreciation and Tax	9882.51	7082.99
Depreciation	2480.03	2394.10
Profit before Tax	7402.48	4688.89
Tax Expense
- Current	2360.00	1852.00
- Deferred	-45.95	-122.84
Profit after tax	5088.43	2959.73
Earnings Per Share
- Basic	23.70	13.79
- Diluted	23.70	13.79

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS: SALES

Revenue from operations increased by Rs, 15,672.56 Lacs to Rs, 67,013.52 Lacs for the Fiscal 2018 from Rs, 51,340.96 Lacs for the Fiscal 2017, or an increase of 30.53%. Export sales increased by Rs, 6,633.37 Lacs to Rs, 30,031.22 Lacs for the Fiscal 2018 from Rs, 23397.55 Lacs for the Fiscal 2017. Domestic net revenue from operations increased by Rs, 9038.89 Lacs to Rs, 36,982.30 Lacs in the Fiscal 2018 from Rs, 27943.41 in the Fiscal 2017, or an increase of 32.35%.

The Increase in revenue was on account of better demand in the Off Highway and CV segment both in Domestic and Export Markets.

PROFITABILITY

The company earned Profit before Tax of Rs, 7,402.48 Lacs during the year under review against Rs, 4,688.89 Lacs for the Fiscal 2017 showing an increase of 57.87%.

Profit after tax increased by Rs, Lacs to Rs, 5,088.43 Lacs for the Fiscal 2018 from Rs, 2,959.73 Lacs for the Fiscal 2017, or an increase of 71.92%.

-1 30 | GNAA

RESOURCE UTILISATION:

Property Plant & Equipment

The property, plant & Equipment (including capital work in progress) as at 31st March, 2018 were Rs, 19,069.37 Lacs as against previous year’s value of Rs, 13,427.22 Lacs.

Current Assets

The net current assets as on 31st March, 2018 were Rs, 14,911.89 Lacs as against Rs, 14,472.77 Lacs in the previous year.

DIVIDEND:

The Board of Directors in its meeting held on 28th May 2018 had recommended a dividend @ 20% i.e of Rs, 2/- per Equity Share of Rs, 10/- each (Previous year NIL) to the shareholders of the Company for their consideration and approval at the ensuing Annual General Meeting of the Company. The dividend @ 20%, if approved at the forthcoming Annual General Meeting, will result in the outflow of Rs, 429.31 Lacs as Dividend and Rs, 88.27 Lacs by way of dividend distribution tax.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one subsidiary namely GNA Axles Inc. incorporated in Michhigan USA. The subsidiary is yet to start its business operations. A statement pursuant to section 129(3) in form AOC - 1 is enclosed as Annexure - I to this Report.

The Company does not have any associate or joint venture Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared after consolidating the accounts of the Subsidiary Company M/s GNA Axles Inc. are provided in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REPORTING AND DATE OF REPORT:

There has been no material changes and commitments which can have an effect on the position of the Company which have occurred between the end of the financial year under review and the date of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your company has formulated its Corporate Social Responsibility required under section 135 of the Companies Act, 2013. The Company has identified following thrust areas for CSR:

1. To promote and help in providing healthcare and preventive healthcare facilities to the people.

2. To promote Education and help in delivering quality education to the society and students.

3. To promote the rural sports, nationally recognized sports and Olympic sports.

4. To take initiative in eradication of hunger, malnutrition, sanitation.

5. To promote women empowerment

6. Any other project / programme pertaining to activities listed in Schedule VII of the Companies(Corporate Social Responsibility) Rules, 2014 and amendments thereto.

The disclosures under Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules2014 i.e. Annual Report on CSR activities for Financial Year 2017-18 is attached herewith in Annexure - II.

RISK MANAGEMENT

The Board of Directors of the Company had formulated and approved the Risk Management Policy of the Company under the provisions of the Companies Act 2013 and SEBI (LODR), Regulations, 2015. The objective of Risk Management at GNA Axles Limited is to create and protect shareholder value by minimising threats or losses,and identifying and maximising opportunities. An enterprise-wide risk management framework is applied so that effective management of risks is an integral part of every employee’s job.

The Risk Management Policy of the Company may be accessed on the Company’s Website at the link:

http://gnagroup.com/wp-content/uploads/2015/09/Risk-

Management-Policy.pdf

INTERNAL FINANCIAL CONTROL:

The Internal Financial Control systems of the Company with reference to financial statements are well placed and are commensurate with the size and nature of operations of the Company. The Statutory Auditors report on the internal financial controls, as required under section 143 of the Companies Act 2013 forms part of the Independent Auditors Report as Annexure B.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The details of the Contracts entered into with related parties are provided in Note No. 30 of Notes on Accounts of the standalone financial statements on page no. 75 of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan, provided any guarantee, provided any security or made any investments u/s 186 of the Companies Act during the financial year 2017-2018.

DIRECTORS

In accordance with provisions of the Articles of Association of the Company, Mr. Harwinder Singh, Mr. Rachhpall Singh and Mr. Gursaran Singh Directors of your Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. The Board of Directors recommends their reappointment as Directors at the forthcoming Annual General Meeting.

The Board of Directors of the Company, in its meeting held on 19th January 2018, had reappointed Mr. Jasvinder Singh Seehra as Jt. Managing Director of the Company and Mr. Ranbir Singh as Whole time Director of the Company for a

period of 5 years w.e.f 1st April, 2018 to 31st March 2023, subject to the approval of the shareholders in the ensuing 25th Annual General Meeting of the Company. The Board recommends their reappointment at the forthcoming Annual General Meeting.

Pursuant to provisions of Section 203 of the Companies Act, 2013, the Company has designated below mentioned persons as KMP’s :-

Board Evaluation:

The Company has put in place the policy for performance evaluation of the Individual Directors of the company and the Board as a whole including the Chairman of the Company. The meeting of the Independent Directors of the Company for the year 2017-2018 was held on 19th January 2018 to evaluate the performance of the Non-Independent Directors of the Company, the Chairman of the Company and Board as a whole. The evaluation was done by discussing the performance of the Individual Directors and the Board as a whole.

AUDITORS AND AUDITORS’ REPORT: a. Statutory Auditors:

The Board of Directors in its meeting held on 19th July 2018 has proposed to ratify the appointment of M/s Harish & Co., Chartered Accountants, as Statutory Auditors of the Company for a period of one year from the conclusion of this 25th Annual General Meeting till the Conclusion 26th Annual General Meeting of the Company.

Further, the Statutory Auditors of the Company M/s Harish & Co. have submitted Auditors’ Report on the standalone and consolidated accounts of the Company for the Financial Year ended 31st March 2018. The Auditors’ Report is self-explanatory and do not call for any comments.

b. Secretarial Auditor:

M/s H.K & Associates , Practicing Company Secretaries, were appointed as Secretarial Auditor for the year 201718. The Report of the Secretarial Auditor in form no MR-3 is annexed to this Report. The Secretarial Audit Report is self-explanatory and do not call for any comments. The Secretarial Audit Report forms part of this report as Annexure - IV.

BOARD MEETINGS:

During the Financial Year 2017-18, the Board met 4 times i.e on 5th May 2017, 19th July 2017, 13th October 2017, and 19th January 2018.

AUDIT COMMITTEE DISCLOSURES:

Composition of Audit Committee:

The Audit Committee comprises of three directors i.e. Mr. Shailindra Singh Kaushik, Independent Director, Mr. Jasminder Singh Johal, Independent Director, and Mr. Ranbir Singh Executive and Non-Independent Director. Mr. Shailindra Singh Kaushik is the Chairman of the committee and Mr. Gourav Jain is Secretary of the Committee.

There has been no change in the Key Managerial Personnel of the Company during the year under review.

Declaration under Section 149(6):

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and read with the relevant rules.

Company’s Policy relating to the Directors appointment, Payment of remuneration and other matters related thereto.

The Board of Directors of the Company had formulated and approved the Nomination and Remuneration Policy of the Company which includes the criteria determining the qualifications and other matters as provided under section 178(3) of the Companies Act 2013.

The Nomination and Remuneration Policy of the Company is annexed hereto and forms part of this report as Annexure - III.

Familiarization programmes for Board Members:

The Board members are from time to time provided with necessary documents/policies/internal procedures to get them familiar with the practices of the Company. The business strategies, performance, global developments, legal& other updates, compliance reports and other relevant information/ reports etc. are being periodically provided to the Board of Directors.

Whole Time Key Managerial Personnel of the Company	Designation
Gursaran Singh Jasvinder Singh Ranbir Singh Rakesh Kumar Gourav Jain	Managing Director (MD) Jt. Managing Director (Jt. MD) Whole-Time Director (WTD) Chief Financial Officer (CFO) Company Secretary (CS)

Vigil Mechanism and Whistle Blower:

Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism” incorporating Vigil Mechanism Policy which also incorporates the Whistle Blower Policy in terms of rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, frauds or violation of the codes of conduct. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

The Policy on Vigil Mechanism as approved by the Board of Directors can be accessed on the Company’s website at the link:

http://gnagroup.com/wp-content/uploads/2015/09/VIGIL-

MECHANISM-POLICY.pdf

CORPORATE GOVERNANCE

A Separate section on Corporate Governance forms an integral part of this Annual Report of the Company. The Statutory Auditors of the Company have given their certificate regarding the compliance of the conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 and the same is annexed to the report on Corporate Governance.

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

Conservation of energy has been a major area of emphasis of your Company and every effort is made to achieve the optimum utilization of energy in carrying out the manufacturing processes. Particulars with respect to conservation of energy and other areas as per section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure - V.

ANNUAL RETURN

In terms of the provisions of section 92(3) of the Companies Act, 2013 read with Companies (Amendment) Act 2017 and the relevant rules made thereunder, a copy of the Annual Return as prescribed under Section 92 of the Companies Act, 2013 as amended shall be made available at the website of the Company www.gnagroup.comunder the link http:// gnagroup.com/wp-content/uploads/2018/09/Annual Return 2017-2018.pdf

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

For your Company its Human Resources are its most important assets. It has been the endeavor of the Company to attract and retain talent. Performance management is the key word for the Company. The Industrial relations have been peaceful and harmonious in both the plants of the Company during the year under review. The Company Employed 1127 personnel at the end of the Financial year 2017-18.

PERSONNEL & RELATED INFORMATION:

The disclosures required under section 197(12) of the Companies Act 2013 and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure VI hereto and forms part of this report.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors of the company confirm that:

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

2. Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

5. The Board of Directors of the Company has Laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

6. Devised proper systems to ensure compliance with the provisions of all applicable laws and those systems were adequate and operating effectively.

GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details of joint venture or associate company.

2. Issue of equity shares with differential rights to dividend, voting or otherwise.

3. Details relating to the deposits covered under Chapter V of the Companies Act 2013.

4. No significant/material orders have been passed by any Regulator/Court /Tribunal which could impact the going concern status & future operations of the Company.

5. No change in nature of Business of the Company.

ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their appreciation to the Shareholders, Government Authorities, Bankers and other Statutory Authorities for their continued and valuable support to the Company.

Your Directors express their deep gratitude and appreciation to the employees at all levels for their continued and devoted services and sincere efforts. The Company feels confident of continued cooperation and efforts from them in future also.

For And on Behalf of the Board

Gursaran Singh

Managing Director

Date: July 19, 2018 Ranbir Singh

Place: Mehtiana CEO & Whole time Director

---

Mar 31, 2017

Dear Members,

The Directors of your Company have pleasure in presenting their 24th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2017

FINANCIAL RESULTS AND ANALYSIS

The Financial results for the year are as under: -

(Rs, in Crs)

Particulars	For the year ended 31st March, 2017	For the year ended 31st March, 2016
Net Revenue from Operations (Gross)	513.41	508.52
Other Income	2.91	0.42
Profit Before Depreciation, Interest and Tax	83.35	82.77
Interest and Financial Charges	12.52	16.29
Profit before Depreciation and Tax	70.83	66.48
Depreciation	23.94	27.17
Profit before Tax	46.89	39.31
Tax Expense
- Current	18.52	15.65
- Deferred	(1.23)	(2.30)
Profit after tax	29.60	25.96
Earnings Per Share
-Basic	13.79	17.12
-Diluted	13.79	17.12

FINANCIAL PERFORMANCE AND REVIEW OF OPERATIONS: SALES

Net revenue from operations increased by Rs, 4.89 Crs. to Rs, 513.41 Crs. for the Fiscal 2017 from Rs, 508.52 Crs. for the Fiscal 2016, or an increase of 0.96%. Export sales decreased by Rs, 27.81 Crs. to Rs, 233.98 Crs. for the Fiscal 2017 from Rs, 261.79 Crs. for the Fiscal 2016. Domestic net revenue from operations increase from Rs, 246.73 Crs. to Rs, 279.43 Crs. showing an increase of 13.25 %

PROFITABILITY

The company earned Profit before Tax of Rs, 46.89 Crs. during the year under review against Rs, 39.31 Crs. for the Fiscal 2016 showing an increase of 19.28%.

Profit after tax increased by Rs, 3.64 Crs. to Rs, 29.60 Crs. for the Fiscal 2017 from Rs, 25.96 Crs. for the Fiscal 2016, or an increase of 14.02 %.

RESOURCE UTILISATION:

Fixed Assets

The net tangible assets (including capital work in progress) as at 31st March, 2017 were Rs, 134.27 Crs. as against previous year''s fixed assets of Rs, 147.36 Crs.

CURRENT ASSETS:

The net current assets as on 31st March, 2017 were Rs, 144.73 Crs. as against Rs, 18.54 Crs. in the previous year.

INITIAL PUBLIC OFFER:

During the year under review, the Company successfully completed its Initial Public Offer of 63,00,000 Equity shares of Rs, 10/- each for cash at a premium of Rs, 197/- per share aggregating to Rs, 130.41 Crs. The issue opened on 14th September, and closed on 16th September, 2017. Pursuant to this Initial Public Issue, the share Capital of the Company increased from Rs, 15.16 Crs. to Rs, 21.46 Crs.

The Equity shares of the Company got listed on BSE Limited and National Stock Exchange of India Limited w.e.f 26th September, 2016.

DIVIDEND:

In view of the ongoing expansions and to conserve the funds for expansions your Directors do not recommend any Dividend for the Financial Year 2016-2017.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one subsidiary namely GNA Axles Inc. incorporated in Michigan USA. The subsidiary is yet to start its business operations. A statement pursuant to section 129(3) in form AOC - 1 is enclosed as an Annexure I to this Report.

The Company does not have any associate or joint venture Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared after consolidating the accounts of the Subsidiary Company M/s GNA Axles Inc. are provided in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REPORTING AND DATE OF REPORT:

There have been no material changes and commitments which can have an effect on the position of the Company which have occurred between the end of the financial year under review and the date of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your company has formulated its Corporate Social Responsibility policy required under section 135 of the Companies Act, 2013. The Company has identified following thrust areas for CSR:

1. To promote and help in providing healthcare and preventive healthcare facilities to the people.

2. To promote Education and help in delivering quality education to the society and students.

3. To promote the rural sports, nationally recognized sports and Olympic sports.

4. To take initiative in eradication of hunger, malnutrition, sanitation.

5. To promote women empowerment

6. Any other project / programme pertaining to activities listed in Schedule VII of the Companies (Corporate Social Responsibility) Rules, 2014 and amendments thereto.

The disclosures under Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules2014 i.e. Annual Report on CSR activities for Financial Year 2016-17 is attached herewith in Annexure II.

RISK MANAGEMENT

The Board of Directors of the Company had formulated and approved the Risk Management Policy of the Company under the provisions of the Companies Act 2013 and SEBI (LODR), Regulations, 2015. The objective of Risk Management at GNA Axles Limited is to create and protect shareholder value by minimizing threats or losses, and identifying and maximizing opportunities. An enterprise-wide risk management framework is applied so that effective management of risks is an integral part of every employee''s job.

The Risk Management Policy of the Company may be accessed on the Company''s Website at the link:

http://gnagroup.com/wp-content/uploads/201 5/09/Risk-Management-Policy.pdf

INTERNAL FINANCIAL CONTROL:

The Internal Financial Control systems of the Company with reference to financial statements are well placed and are commensurate with the size and nature of operations of the Company. The Statutory Auditors report on the internal financial controls, as required under section 143 of the Companies Act 2013 forms part of the Independent Auditors Report as Annexure B.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement with related parties during the period under review expect payment of remuneration to the Executive Directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan, provided any guarantee, provided any security or made any investments u/s 186 of the Companies Act during the financial year 20162017.

DIRECTORS

In accordance with provisions of the Articles of Association of the Company, Mr. Jasvinder Singh, Mr. Ranbir Singh and Mr. Gurdeep Singh Directors of your Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. The Board of Directors recommends their appointment for consideration of the members at the forthcoming Annual General Meeting.

Pursuant to the provisions of the Companies Act, 2013, Mr. Dilsher Singh Bhatti, Air Cmde. (Retd.) Shailindra Singh Kaushik, Mr. Manbhupinder Singh Atwal, Mr. Vikas Uppal and Mrs. Geeta Khanna, and Mr. Anish Kumar Dhingra were appointed as Independent Directors in the 22nd Annual General Meeting, who are not liable to retire by rotation and whose term ends at the conclusion of the ensuing Annual General Meeting. The Board of Directors in its meeting held on 5th May, 2017 had reappointed Air Cmde. (Retd.) Shailindra Singh Kaushik, Mr. Manbhupinder Singh Atwal, Mr. Vikas Uppal Mrs. Geeta Khanna, and Mr. Anish Kumar Dhingra as Independent Directors of the Company. Their reappointment as Independent Directors for a term of five years starting from June 10, 2017 to June 9, 2022 is to be approved by the members in the ensuing Annual General Meeting.

During the year under review Mr. Dilsher Singh Bhatti resigned from the Board of Directors of the Company w.e.f 9th March, 2017. Mr. Ajit Singh was appointed as an Additional Independent Director of the Company by the Board of Directors in its meeting held on 5th May, 2017. His appointment as Independent Director of the Company for a term of five years starting from 24th Annual General Meeting till the conclusion of 29th Annual General Meeting is to be approved by the members in the ensuing Annual General Meeting.

Pursuant to provisions of Section 203 of the Companies Act, 2013, the Company has designated below mentioned persons as KMP''s:-

WholeTime Key Managerial Personnel of the Company	Designation
Gursaran Singh	Managing Director (MD)
Jasvinder Singh	Jt. Managing Director (Jt. MD)
Ranbir Singh	Whole-Time Director (WTD) & CEO
Rakesh Kumar	Chief Financial Officer (CFO)
Gourav Jain	Company Secretary (CS)

There has been no change in the Key Managerial Personnel of the Company during the year under review.

Declaration under Section 149(6):

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and read with the relevant rules.

Company''s Policy relating to the Directors appointment, Payment of remuneration and other matters related thereto.

The Board of Directors of the Company had formulated and approved the Nomination and Remuneration Policy of the Company which includes the criteria determining the qualifications and other matters as provided under section 178(3) of the Companies Act 2013.

The Nomination and Remuneration Policy of the Company is annexed hereto and forms part of this report as Annexure III.

Familiarization programmes for Board Members:

The Board members are from time to time provided with necessary documents/policies/internal procedures to get them familiar with the practices of the Company. The business strategies, performance, global developments, legal& other updates, compliance reports and other relevant information/reports etc. are being periodically provided to the Board of Directors.

Board Evaluation:

The Company has put in place the policy for performance evaluation of the Individual Directors of the company and the Board as a whole including the Chairman of the Company. The meeting of the Independent Directors of the Company for the year 2016-2017 was held on 19th January, 2017 to evaluate the performance of the Non Independent Directors of the Company, the Chairman of the Company and Board as a whole. The evaluation was done by discussing the performance of the Individual Directors and the Board as a whole.

AUDITORS AND AUDITORS'' REPORT:

a. Statutory Auditors:

As per the provisions of section 139 of the Companies Act, 2013 the term of M/s G S Syal & Company, Chartered Accountants Jalandhar as Statutory Auditors of the Company ends at the conclusion of the 24th Annual General Meeting of the Company.

The Board of Directors of the Company, upon the recommendations of the Audit Committee, at its meeting held on 5th May,2017 have appointed M/s Harish & Company, Chartered Accountants, Jalandhar as the Statutory Auditors of the Company for a term of 5 years commencing from the conclusion of the 24th Annual General Meeting till the conclusion of 29th Annual General Meeting of the Company, subject to the approval of the shareholders in place of the retiring auditors M/s G S Syal & Company, Chartered Accountants, Jalandhar.

The Company has received written consent and a certificate from M/s Harish & Company, Chartered Accountants that they satisfy the criteria provided under section 141 of the Companies Act 2013 and if appointed, their appointment will be within limits prescribed under section 139 of the Companies Act, 2013.

Your Directors recommend the appointment of M/s Harish & Company, Chartered Accountants, Jalandhar, as Statutory Auditors of the Company to hold office from the conclusion of the 24th Annual General Meeting up to the Conclusion of the 29th Annual General Meeting of the Company.

Further, the Statutory Auditors of the Company M/s G S Syal & Company have submitted Auditors'' Report on the accounts of the Company for the Financial Year ended 31st March, 2017. The Auditors'' Report is self explanatory and do not call for any comments.

b. Secretarial Auditor:

M/s H.K & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditor for the year 2016-17 The Report of the Secretarial Auditor in form no MR-3 is annexed to this Report. The Secretarial Audit Report is self explanatory and do not call for any comments. The Secretarial Audit Report forms part of this report as Annexure IV.

BOARD MEETINGS:

During the Financial Year 2016-17, the Board met 4 times i.e. on 23rd May, 2016, 17th September, 2016, 1st November, 2016 and 19th January, 2017.

AUDIT COMMITTEE DISCLOSURES:

Composition of Audit Committee:

The Audit Committee comprises of three directors i.e. Air Cmde. (Retd.) Shailindra Singh Kaushik, Independent Director, Mr. Jasminder Singh Johal, Independent Director, and Mr. Ranbir Singh Executive and Non Independent Director. Air Cmde. (Retd.) Shailindra Singh Kaushik is the Chairman of the committee and Mr. Gourav Jain is Secretary of the Committee.

Vigil Mechanism and Whistle Blower:

Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism" incorporating Vigil Mechanism Policy which also incorporates the Whistle Blower Policy in terms of rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, frauds or violation of the codes of conduct. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

The Policy on Vigil Mechanism as approved by the Board of Directors can be accessed on the Company''s website at the link:

http://gnagroup.com/wp-content/uploads/2015/09/VIGIL-

MECHANISM-POLICY.pdf

CORPORATE GOVERNANCE

A Separate section on Corporate Governance forms an integral part of this Annual Report of the Company. The Statutory Auditors of the Company have given their certificate regarding the compliance of the conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 and the same is annexed to the report on Corporate Governance.

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

Conservation of energy has been a major area of emphasis of your Company and every effort is made to achieve the optimum utilization of energy in carrying out the manufacturing processes. Particulars with respect to conservation of energy and other areas as per section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure V.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to provisions of Regulation 34(2) of SEBI listing obligations disclosure requirement Regulation, 2015, a report on ''Management Discussion and Analysis'' is annexed separately and forms an integrated part of this Annual Report

ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013, is furnished in Annexure (Form MGT 9) and is attached to this Report as Annexure VI.

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

For your Company, its Human Resources are its most important assets. It has been the endeavor of the Company to attract and retain talent. Performance management is the key word for the Company. The Industrial relations have been peaceful and harmonious in both the plants of the Company during the year under review. During the year around 1049 personnel were employed by the Company.

PERSONNEL & RELATED INFORMATION:

The disclosures required under section 5(1), 197(12) of the Companies Act 2013 and Rule 5(2) and 5 (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure VII hereto and forms part of this report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors of the company confirm that:

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

2. Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

5. The Board of Director of the Company has Laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

6. Devised proper systems to ensure compliance with the provisions of all applicable laws and those systems were adequate and operating effectively.

GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details of joint venture or associate company.

2. Issue of equity shares with differential rights to dividend, voting or otherwise.

3. Details relating to the deposits covered under Chapter V of the Companies Act 2013.

4. No significant/material orders have been passed by any Regulator/Court /Tribunal which could impact the going concern status & future operations of the Company.

5. No change in nature of Business of the Company.

ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their appreciation to the Shareholders, Government Authorities, Financial Institutions, Bankers and other Statutory Authorities for their continued and valuable support to the Company.

Your Directors express their deep gratitude and appreciation to the employees at all levels for their continued and devoted services and sincere efforts. The Company feels confident of continued cooperation and efforts from them in future also

For and on Behalf of the Board

Ranbir Singh Gursaran Singh

CEO & Wholetime Director Managing Director

Date: 5th May, 2017

Place: Mehtiana