Shri Gang Industries and Allied Products Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the 36^th Annual Report together with the Audited Financial Statements of Shri
Gang Industries and Allied Products Limited ("SGIAPL" or "the Company") for the financial year ended 31st March, 2025.

Financial Performance of the Company

The Financial Statements have been prepared in accordance with the applicable Indian Accounting Standard (hereinafter
referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 ("the Act") and other recognized
accounting practices and policies to the extent applicable. The Company''s performance during the financial year under
review as compared to the previous financial year is summarized below:

Particulars	2024-25 Current Year	2023-24 Previous Year
Income from Operations	35,262.37	28,864.89
Other Incomes	62.61	55.34
Total Revenue (A)	35,323.98	28,920.23
Expenses	31,370.42	26,877.17
Depreciation and Amortisation Expense	553.03	516.51
Total Expenses(B)	31,923.45	27,393.68
Profit (Loss) before tax and Exceptional Items (A-B) (C)	3,400.53	1,526.55
Exceptional Items (D)	-	424.26
Profit (Loss) before tax (C D) (E)	3,400.81	1,950.81
Provision for Taxation Current Tax
Deferred Tax Charge/ (Credit)	468.02	471.83
Total Tax Expenses (F)	468.02	471.83
Profit (Loss) After Tax (E-F)	2,932.51	1,478.98
Other Comprehensive Income - Items that will not be reclassified to profit or loss	3.34	2.54
- Tax on above	(0.20)	(0.64)
Net Profit/(Loss) after tax for the year	2,935.65	1,480.88
Earnings per share (Basic)	16.36	8.25
Earnings per share (Diluted)	13.60	8.25

The Financial Statements are presented in Indian Rupees ("INR") and all amounts except Earnings per shares are rounded
to the nearest Lakhs, except as stated otherwise.

Share Capital

Authorised Share Capital

During the year, the Authorised Share Capital was reclassified from Rs. 30,00,00,000/- (Rupees Thirty Crore Only) divided
into 3,00,00,000 (Three Crore) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each to Rs. 30,00,00,000 (Rupees
Thirty Crore Only) divided into:

i. 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) each aggregating to Rs.

25.00. 00.000/- (Rupees Twenty-Five Crore Only) and

ii. 50,00,000 (Fifty Lakh) Preference Shares of the face value of Rs. 10/- (Rupees Ten Only) each aggregating to Rs.

5.00. 00.000/- (Rupees Five Crore Only).

As at March 31, 2025, the Authorised Share Capital of the Company stood at Rs. 30,00,00,000/- (Rupees Thirty Crore)
divided into 2,50,00,000 Equity Shares of Rs. 10/- (Rupees Ten) each and 50,00,000 Preference Shares of Rs. 10/- (Rupees
Ten) each.

Issued. Subscribed and Paid-up Share Capital

During the year review, the Company has issued 14,74,375 Compulsorily Convertible Preference Shares (CCPS) of Rs. 10/-
each through Preferential Allotment. The Issued, Subscribed and Paid-up Share Capital of the Company as at March 31,
2025 stood at Rs. 19,40,43,750 (Rupees Nineteen Crore Forty Lakh Forty-Three Thousand Seven Hundred Fifty) divided
into:

i. Rs. 17,93,00,000/- (Rupees Seventeen Crore Ninety-Three Lakh) divided into 1,79,30,000 (One Crore Seventy-Nine
Lakh Thirty Thousand) Equity Shares of Rs. 10/- each, and

ii. Rs. 1,47,53,750/- (Rupees One Crore Forty-Seven Lakh Fifty-Three Thousand Seven Hundred Fifty divided into 14,74,375
(Fourteen Lakh Seventy-Four Thousand Three Hundred Seventy-Five).

a. Issue of equity shares with differential rights

Your Company has not issued any equity shares with differential rights during the year under review.

b. Issue of sweat equity shares

Your Company has not issued any sweat equity shares during the year under review.

c. Issue of employee stock options

Your Company has not issued any employee stock options during the year under review.

d. Provision of money by the Company for purchase of its own shares by employees or by trustees for the
benefit of employees

Your Company has not made any provision of money for purchase of its own shares by employees or by trustees for
the benefit of employees during the year under review.

State of Company''s Affairs, Review of Operations and Future Outlook

During the year under review, your Company achieved a revenue of ''35,262.37 Lakh, reflecting a growth of 22.16% over
the previous year''s ''28,864.89 Lakh. Profit Before Tax rose sharply to ''3,400.53 Lakh, registering an increase of 74.31% as
compared to ''1,950.81 Lakh in the previous year, underscoring the Company''s operational strength and market resilience.

The Company continues to be a distinguished player in the alcohol industry, with a robust presence across the value
chain. Its product portfolio includes Extra Neutral Alcohol (ENA), Indian Made Foreign Liquor (IMFL) and Country Liquor,
serving both institutional and consumer markets.

During the year, the Company enhanced its distillery production capacity from 55 KLPD to 66 KLPD at its Sandila, Uttar
Pradesh plant. The facility, equipped with cutting-edge distillation technology from Praj Industries Limited, and supported
by a 9-line bottling plant, ensures efficiency, scale, and superior product quality.

The Company continues to be a preferred tie-up unit for the supply of prestigious IMFL brands for United Spirits Limited
(USL), further reinforcing its long-standing industry partnerships and market credibility

With stringent quality controls, innovation-driven processes, and sustainable practices, the Company consistently delivers
high-purity alcohol and superior spirits, further strengthening its reputation as a trusted name in the industry.

A detailed review of operations and performance and future outlook of the Company is given separately under the head
''Management Discussion & Analysis'' pursuant to Regulation 34 read with Part B of Schedule V of SEBI (Listing Obligations
and Disclosure Requirement) Regulations, 2015 ("SEBI Listing Regulations") and the same has already been presented in
a separate section forming part of this Annual Report.

Change in the nature of Business, If any

There is no change in the nature of business of the Company during the financial year 2024-2025.

Dividend

The Board of Directors has not recommended any dividend for the financial year under review in order to conserve
resources and reinvest the earnings into the business for future growth and expansion.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company has no unclaimed/unpaid dividend therefore, provisions for transfer of unclaimed/unpaid dividend and
shares to Investor Education and Protection Fund under the Companies Act, 2013 were not applicable.

Amounts Transferred to Reserves

The Company has not transferred any amount to the Reserves during the Financial Year ended 31st March, 2025.
However, an amount of Rs. 9,73,08,750/- (Rupees Nine Crore Seventy-Three Lakh Eight Thousand Seven Hundred Fifty)
was transferred to Securities Premium Account during the year under review.

Directors and Key Managerial Personnel

Your Company''s Board comprises 6 (Six) Members as on the date of this Report, the details of the same are as below:

Sr. No.	Name of Director	Designation
1.	Mr. Sanjay Kumar Jain	Non-Executive Non-Independent Director, Chairperson
2.	Mr. Arun Kumar Sharma	Whole Time Director
3.	Mr. Vivek Singh Khichar*	Non-Executive Non-Independent Director
4.	Ms. Seema Sharma	Non-Executive Independent director
5.	Mr. Vishal Singh	Non-Executive Independent director
6.	Mrs. Vyom Goel	Non-Executive Non-Independent Director

* Appointed w.e.f. August 30,2024

Changes in the Composition of the Board of Directors and Key Managerial Personnel

During the year under review and between the end of the financial year and date of this report, following are the changes

in Directors and Key Managerial Personnel of the Company:

i. The Board of Directors of the Company at its meeting held on August 30, 2024, basis the recommendation of the
Nomination and Remuneration Committee and based on the knowledge and experience, approved the appointment
of Mr. Vivek Singh Khichar (DIN: 10749725) as Additional Director (Non-Executive, Non-Independent), who is liable to
retire by rotation. The said appointment was subsequently approved by the Members at the AGM held on September
25, 2024.

ii. The Board of Directors, at its meeting held on August 30, 2024, based on the recommendation of the Nomination
and Remuneration Committee and subject to the approval of the shareholders, re-appointed Ms. Seema Sharma
(DIN: 07216171) as Non-Executive Independent Director, not liable to retire by rotation, for a second term of 5 (Five)
consecutive years commencing from March 31,2025 up to March 30, 2030. The said re-appointment was subsequently
approved by the Members at the AGM held on September 25, 2024.

iii. Mr. Syed Azizur Rahman (DIN: 00242790) had submitted his resignation as Chairman and Non-Executive Non¬
Independent Director of the Company effective from the close of business hours of July 04, 2024 because of his
growing age and related health issues.

iv. Mr. Mayank Gupta, on the basis of the recommendation of the Nomination and Remuneration Committee and based
on the skills, knowledge, experience and expertise, was appointed as the Chief Financial Officer of the Company
effective from February 16, 2025.

v. Mr. Anil Kumar Gupta stepped back and resigned from the position of Chief Financial Officer of the Company effective
from the close of business hours of February 15, 2025 due to age-related factors and health considerations. The
Board placed on records its appreciation towards Mr. Gupta for the valuable guidance and services rendered by him
during his tenure as CFO of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014, executive directors and non-executive directors except the Independent
Directors are subject to retire by rotation. Based on the terms of appointment and the Articles of Association of your
Company. Mr. Arun Kumar Sharma (DIN: 09008061) who is the longest serving member in the current term and
is liable to retire by rotation and he being eligible offers himself for reappointment. Appropriate resolution(s) for
appointment/re-appointment is being placed for your approval at the ensuing Annual General Meeting.

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are
not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or
transactions with the Company, other than reimbursement of expenses, if any.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Company has following Key Managerial Personnel at
the end of the financial year:

Sr. No.	Name of Key Managerial Personnel	Designation
1.	Mr. Arun Kumar Sharma	Whole Time Director
2.	Mr. Mayank Gupta	Chief Financial Officer
3.	Ms. Kanishka Jain	Company Secretary

Declaration by Independent Director(s)

All the Independent Directors of your Company have submitted requisite declarations confirming that they continue
to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI Listing Regulations and qualify to act as Independent Director of the Company. The Board is of the
opinion that the Independent Directors are having good integrity and possess requisite qualifications, expertise and
experience in the varied fields and holds highest standards of integrity.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct for
Board and Senior Management as per Regulation 26(3) of SEBI Listing Regulations.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could
impair their ability to discharge their duties in an independent manner.

Disclosure on Reappointment of Independent Director

During the year under review, Ms. Seema Sharma (DIN: 07216171), Independent Director of the company was re¬
appointed as Non-Executive Independent Director, not liable to retire by rotation, for a second term of 5 (Five)
consecutive years commencing from March 31,2025 up to March 30, 2030. The said re-appointment was subsequently
approved by the Members at the AGM held on September 25, 2024 by passing of the Special Resolution.

Performance Evaluation

The Companies Act, 2013 read with the SEBI Listing Regulations, as applicable, provides that the Board needs to
undertake a formal Annual Evaluation of its own performance and that of its committees and individual Directors. The
Schedule IV of the Companies Act, 2013 read with the Rules issued thereunder states that the performance evaluation
of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board has carried out the annual evaluation of its own performance, performance of the Directors individually
as well as the performance of the working of its Committees. For annual performance evaluation of the Board
as a whole, it''s Committee(s) and individual Directors including the Chairman of the Board, the Board adopted a
formal evaluation mechanism and the exercise was carried out by a questionnaire matrix which was filled by each
director covering Board functioning such as composition of Board and its Committees, experience and competencies,
governance issues etc. Separate Exercise was carried out to evaluate the performance of individual directors including
the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before
the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual
Directors. The Board was satisfied with the evaluation results.

Familiarization Programme

The Company has formulated a Familiarisation Programme for Independent Directors with an aim to familiarise the
Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry
in which the Company operates, business model of the Company, etc., to provide them with better understanding of
the business and operations of the Company and so as to enable them to contribute significantly to the Company.
The Company conducts periodical meetings and makes presentations to familiarise Independent Directors with the
strategy, operations and functions of the Company.

The details of programme for familiarization of Independent Directors of your Company is available on your
Company''s website at https://www.shrigangindustries.com/Investor-Section/disclsoure-under-regulation-46-of-
sebi-lodr-regulations-2015/I.-Details-of-Familiarization-programmes-imparted-to-Independent-Directors/Details%20
of%20Familiasation%20Programme.pdf.

Corporate Social Responsibility

The provisions of Corporate Social Responsibility are applicable to the Company for the Financial Year ending March 31,
2025 and the Company''s CSR Policy in line with the provisions of section 135 read with Schedule VII of the Companies
Act, 2013 ("the Act"). Further, the Company is not required to constitute CSR Committee pursuant to section 135(9) of
the Act.

The Company is committed to work towards the development of society. The Company strongly believes that sustained
growth of business is growth of people around our operation and protection of environment where we operate. We
understand wellbeing of the community around our business which helps in growth of business and hence we value
people around our operational locations and promote inclusive growth. The Company''s CSR spending is aligned with
the requirements as laid down under Section 135 and Schedule VII of the Companies Act, 2013.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities
during the year are set out in Annexure A of this report in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014. This policy can be accessed at https://www.shrigangindustries.com/Investor-
Section/other-disclosures/Policies-and-Codes/Corporate%20Social%20Responsibility%20Policy Shri%20Gang.pdf.

Details of Subsidiaries/ Joint Venture and Associate Company

The Company has no subsidiary/ Joint Venture and Associate Company during the year under review.

Directors'' Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of its knowledge and ability
state that:

i. That in the preparation of the Annual Accounts for the financial year ended March 31, 2025, the applicable
Accounting standards have been followed and that there are no material departures;

ii. That Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
as at March 31, 2025 and of the profit of the Company for the year ended March 31, 2025;

iii. That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. That accounts for the year ended March 31,2025 have been prepared following the going concern basis;

v. That Directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and

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

Management Discussion and Analysis Report

In terms of Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year
under review is annexed separately forming part of the Annual Report.

Corporate Governance

The Company is committed to adhere to best corporate governance practices. The separate section on Corporate
Governance and a Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate
Governance as stipulated under Listing Regulations forms part of the Annual Report.

Material Changes and Commitments

No material changes and commitments affecting the financial Position of your Company have occurred between the
end of the financial year of the Company to which the financial statements relate and on the date of this report.

Statutory Auditor and Their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, M/s. Pawan
Shubham & Co., Chartered Accountants, having FRN.: 011573C, were appointed as the Statutory Auditors of the
Company at the Thirty-Third (33^rd) Annual General Meeting of the Company held on September 30, 2022 for a period
5 years from the conclusion of the ensuing 33rd Annual General Meeting till the conclusion of 38th Annual General
meeting of the Company at such remuneration as may be fixed by the Board of Directors of the Company.

The Notes on financial statement referred to in the Auditors'' Report for the Year ended March 31, 2025 are self¬
explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification,
reservation or adverse remark. The Auditor''s Report is enclosed with the Financial Statements in this Annual Report.

During the year under review, there have been no instances of fraud reported by the Statutory Auditors under
Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central
Government.

Secretarial Auditors and Their Report

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, your Company had re-appointed M/s. Monika Kohli &
Associates, Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2024-25 to undertake
the Secretarial Audit functions of the Company.

The Secretarial Audit Report in the prescribed form MR-3 for the financial year ended on March 31,2025 forms part
of the Annual Report. The same is annexed as Annexure "B".

The Secretarial Auditor had pointed out a remark in its report that the equity shareholding of the promoters and
promoter''s group in dematerialisation form is 98.51% as on March 31, 2025 against 100% as required under Regulation 31
of SEBI LODR.

Board''s Reply on aforesaid remark: The Company had made request to all the shareholders including Promoter
and Promoter Group through notice of last Annual General Meeting asking to dematerialize theirs shares. Similar
request to all shareholders including Promoter and Promoter Group is being made in the notice of ensuing Annual
General Meeting which is being sent to all the shareholders. As on March 31, 2025, the promoter''s Shareholding
upto the extent of 98.51% has already been dematerialized. The Management has been following up with the rest of
the Promoter and Promoter Group to get their shares dematerialized to make the Company compliant as per SEBI
(LODR), Regulations, 2015.

Pursuant to the requirements under Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, on the recommendation of Audit Committee of the
Company, it is proposed to appoint M/s. Monika Kohli & Associates, Company Secretaries, a peer reviewed firm, as
Secretarial Auditor of the Company to conduct secretarial audit for a period of one term of 5 (five) consecutive years,

from FY 2025-26 to FY 2029-30, subject to approval of the Shareholders at the ensuing Annual General Meeting.

A consent letter has been received from M/s. Monika Kohli & Associates, Company Secretaries for their appointment
as Secretarial Auditor of the Company for the period from FY 2025-26 to FY 2029-30.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with relevant applicable rules the Board
of Directors has appointed M/s Padam Dinesh & Co., Chartered Accountants as Internal Auditor of the Company for
the Financial Year 2024-25.

Internal Audit Reports are discussed with the management and are also reviewed by the Audit Committee of the
Company. During the year under review, the Internal Auditors carried out their functions as per the scope of work
assigned and placed their reports at the meetings of the Audit Committee.

Annual Return

In accordance with the provisions of section 134(3)(a) and 92(3) of Companies Act, 2013 read with rules framed
thereunder, the Annual Return for the Financial Year 2024-2025 will be available on the website, once filed with the
Registrar of Companies after the ensuing Annual General Meeting and can be accessed through the link (https://www.
shrigangindustries.com/disclsoure-under-regulation-46-of-sebi-lodr-regulations-2015#parentVerticalTab20).

Disclosure about Maintenance of Cost Records

The company has maintained the requisite cost records and accounts as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013.

Internal Control Systems and their Adequacy

The Company has documented its internal financial controls considering the essential components of various critical
processes, both physical and operational. This includes its design, implementation and maintenance, along with
periodic internal review of operational effectiveness and sustenance and whether these are commensurate with the
nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Company''s policies,
safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the
timely preparation of reliable financial information.

Internal financial controls with reference to the financial statements were adequate and operating effectively.
Committees of the Board

Pursuant to the requirements of Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has
constituted the following Committees with adequate delegation of powers and authorities:

1. Audit Committee;

2. Nomination & Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Preferential Issue Committee

Out of the aforesaid committees, the details of the composition of the Committees, their terms of reference, attendance
of Directors at meetings of the Committees and other requisite details as required under SEBI Listing Regulations are
provided in the Corporate Governance Report which forms part of the Annual Report.

Nomination & Remuneration Policy

Pursuant to the provisions of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination &
Remuneration Committee (NRC) of your Board had fixed the criteria for nominating a person on the Board which
inter alia include desired size and composition of the Board, age limit, qualification / experience, areas of expertise
and independence of individual.

The Board of Directors, on the recommendation of the NRC of the Company, had framed a Policy for Nomination
and Appointment of Directors. Further, pursuant to provisions of the Act, the NRC recommended to the Board a
Remuneration Policy for remuneration payable to, to the Directors, Key Managerial Personnel and Senior Management
Personnel and other employees of the Company, which was duly approved by the Board.

The details of policy are mentioned in Corporate Governance Report. The policy is available on our company''s website
at https://www.shrigangindustries.com/Investor-Section/other-disclosures/Policies-and-Codes/Nomination%20
and%20Remuneration%20Policy Shri%20Gang.pdf.

Meetings of Board of Directors & Committees and Attendance by Each Director

During the financial year 2024-2025, the Board of Directors has met five (5) times. The number of meetings of the
Board and various Committees of the Board including attendance, composition etc. are set out in the Corporate
Governance Report which forms part of Annual Report. The intervening gap between the meetings was within the
time limit prescribed under the provisions of Section 173 of the Companies Act, 2013 and SEBI Listing Regulations.

Meeting of Independent Directors

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was
held on February 27, 2025.

The Independent Directors at the meeting, inter alia, reviewed the following:

• Performance of non-independent Directors and the Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non¬
Executive Directors

• Assess the quality, quantity and timeliness of flow of information between the management of the listed entity
and the board of directors that is necessary for the board of directors to effectively and reasonably perform their
duties.

Governance Codes

1. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all
Employees in the course of day-to-day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors
and the designated Employees in their business dealings and in particular on matters relating to integrity in the
work place, in business practices and in dealing with Stakeholders.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and designated Employees of the Company. The Code requires pre-clearance for
dealing in the Company''s Shares and prohibits the purchase or sale of Company Shares by the Directors and the
designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company
and during the period when the trading window is closed. The Board is responsible for implementation of the
Code.

The Board Members have affirmed compliance with the Code of Conduct for the year ended March 31,2025. The
code of conduct is available on our website at https://www.shrigangindustries.com/Investor-Section/disclsoure-
under-regulation-46-of-sebi-lodr-regulations-2015/D.-Code-of-Conduct-of-Board-of-Directors-and-Senior-
Management-Personnel/Code%20of%20Conduct%20of%20Board%20and%20SMP.pdf.

2. Code of Conduct to regulate, monitor and report trading by Insiders

Pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015, as amended, the Company has adopted Code

of Conduct to Regulate, Monitor and Report Trading by designated persons and immediate relatives of designated
persons and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The
Code also provides for preclearance of transactions by designated persons. Pursuant to provisions of Regulation
3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT
Regulations), the Company has a Structured Digital Database (SDD) in place and is maintained as stipulated by the
SEBI Prohibition of Insider Trading Regulations, 2015.

The full text of the Code is disclosed on the Company''s weblink https://www.shrigangindustries.com/Investor-
Section/other-disdosures/Policies-and-Codes/Code%20for%20fair%20Disclosure%20of%20UPSI.pdf.

Particulars of Loanfs). Guaranteefs) or Investmentfs) under section 186 of the Companies Act. 2013

During the year under review the Company has neither made any investment(s) nor given any loan(s) or
guarantee(s) or provided any security which is covered under the provisions of Section 186 of the Companies Act,
2013.

Particulars of Contracts or Arrangement made with Related Parties

During the financial year, the Company has entered into various transactions with related parties. All related party
transactions are undertaken in compliance with the applicable provisions of the Companies Act, 2013 and the
SEBI Listing Regulations. The detailed disclosure on related party transactions as per IND AS-24 containing name
of related parties and details of the transactions entered into with them have been provided under Note No. 48
of the Standalone Financial Statements of the Company.

All the related party transactions entered into by the Company during the financial year were on arm''s length
basis and in ordinary course of the business and none of the transactions could be considered material as covered
under Section 188 (1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-2025 and
hence does not form part of this report.

Deposits

During the year, the company has neither accepted nor renewed any deposits from public falling within the ambit
of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on
account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Conservation of Energy. Technology Absorption. Foreign Exchange Earnings & Outgo

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings
and outgo, are given hereinunder:

CONSERVATION OF ENERGY
The Steps taken or impact on conservation or energy	The Distillery unit of the Company is designed and equipped with energy conservation equipment and technology and the Company shall give highest priority to the conservation of energy on ongoing basis in coming years by improving the energy efficiency based on latest technology.
The steps taken by the company for utilizing alternate sources of energy
The capital investment on energy conservation equipment''s

TECHNOLOGY ABSORPTION
The efforts made towards technology absorption	The Distillery unit of the Company is designed and equipped with energy conservation equipment and technology and the Company shall give highest priority to the conservation of energy on ongoing basis in coming years by improving the energy efficiency based on latest technology. Distillery- Coal Dust collection handling system placed to avoid Environmental issues
The benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
a. The details of technology been fully absorbed	-
b. The year of import	-
c. Whether the technology been full absorbed	-
d. If not fully absorbed, areas where absorption has not taken place, and the reason thereof.	-
The expenditure incurred on Research and Development	-

FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no Foreign Exchange Earnings and outgo c	uring the ye	ar under review.

Risk Management

A key factor in determining a company''s capacity to create sustainable value is the risks that the company is
willing to take at strategic and operational levels and its ability to manage them effectively. Many risks exist in a
company''s operating environment and they emerge on a regular basis.

Risk Management is one of the key pillars of good corporate governance and contributes towards the long-term
sustainability and growth of any organization. Maintaining effective risk management practices is one of our
strategic priorities and is closely monitored by the Board of Directors and Senior Management.

To minimize the adverse consequence of risks on business objectives, the Company has framed this Risk
Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to
promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order
to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in
order to guide decisions on risk related issues. The Company''s Risk Management processes focuses on ensuring
that these risks are identified on a timely basis and addressed.

The company has in place risk management mechanism covering the risk mapping and trend analysis, risk
exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify,
evaluate, manage and monitor non-business risks. The Company through Board and Audit Committee oversees
the Risk Management process including risk identification, impact assessment, effective implementation of the
mitigation plans and risk reporting. Risk Management forms an integral part of the Company''s planning process.

Significant and Material Orders Passed by the Regulators

There are no significant material orders passed by the regulators or courts or tribunals impacting the going
concern status of the Company and operations in future.

Vigil Mechanism/ Whistle Blower Policy

In accordance with the Section 177(9) & (10) of the Companies Act, 2013 and rules framed there under, the Board
has established the Vigil Mechanism/Whistle Blower Policy, a mechanism for all Directors and employees to report
to the management concerns about unethical behavior, actual or suspected fraud or violation of the Company''s
code of conduct. The mechanism also provides for adequate safeguards against victimization of employees who
avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional
cases. The Policy act as a neutral and unbiased form to voice concerns in a reasonable and effective manner
without fear of reprisal. The policy is disclosed on Company''s website at: https://www.shrigangindustries.com/
Investor-Section/disclsoure-under-regulation-46-of-sebi-lodr-regulations-2015/E.-Vigil-Machanism-or-Whistle-
Blower-Policy/Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy.pdf.

During the year under review no personnel has been denied access to the audit committee.

Depository Systems

Your Company has established connectivity with both depositories - National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by
the depository system, members holding Shares in physical mode are requested to avail of the dematerialization
facility with either of the depositories.

Your Company has appointed M/s. BEETAL Financial & Services Private Limited, a Category-I SEBI registered R&T
Agent as its Registrar and Share Transfer Agent across physical and electronic alternative.

Listing of Shares

The Company''s shares are listed on the below mentioned Stock Exchange: -
BSE Limited (BSE)

Phiroze Jeejeebhoy Towers,

25th Floor, Dalal Street, Mumbai - 400 001
Borrowings from Directors

Pursuant to Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014, it is stated that during the year under
review, the Company has not taken any loan from Directors of the Company.

Particulars of Managerial Remuneration and Employees

1. Disclosure in terms of Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014: -

i. The ratio of the remuneration of each director to the median remuneration of the employees of the
Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief
Financial Officer and Company Secretary in the financial year:

Sr. No.	Name of Director	Ratio to median Remuneration	% increase in remuneration in the financial year
1.	Executive Directors
a.	Mr. Arun Kumar Sharma	7.85:1	6.30%
2.	Non-Executive Directors
a.	Mr. Syed Azizur Rahman1	--	--
b.	Mr. Vyom Goel	--	--
c.	Mrs. Seema Sharma	--	--
d.	Mr. Vishal Singh
e.	Mr. Sanjay Kumar Jain	--	--
f.	Mr. Vivek Singh Khichar2
3.	Chief Financial Officer
	Mr. Anil Kumar Gupta3	--	1.26%
	Mr. Mayank Gupta4	--	--
4.	Company Secretary
a.	Ms. Kanishka Jain	--	17.24%

ii. The percentage increase in remuneration in the median remuneration of employee in the financial year:
(-) 4.95%

The figure is negative due to the reason the number of employees increased from 159 as on 31.03.2023 to 218
as on 31.03.2024. The pay scales of the new employees are based on their experience and qualifications.

iii. The number of permanent employees on the rolls of the Company at the end of the Financial Year: 235.

iv. Average Percentile Increase already made in the Salaries of Employees other than the Managerial
Personnel in the last Financial Year and its Comparison with the Percentile Increase in the Managerial
Remuneration:

• Percentage increase in the managerial remuneration for the year: 6.30%

• Percentage increase in salaries of Employees other than the Managerial Personnel: -4.95%

There was percentile decrease in the Salaries of Employees other than the Managerial Personnel, due to
increase in the number of employees with lower salary base commensuration with their qualification and
experience.

v. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company
affirms remuneration is as per the remuneration policy of the Company.

2. Disclosure in terms of Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014: There was no employee who has drawn salary as mentioned in the aforesaid rule.

Industrial Relations

The Industrial Relations have continued to be stable and harmonious during the course of the year.
Disclosure under Secretarial Standard

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of
Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

Disclosure under Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act-
2013)

The Company has zero tolerance towards Sexual Harassment of Women at Workplace and values the dignity of
individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 (''Act'') and rules made there under, the Company has adopted a Sexual Harassment Policy for women
to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment and
Complying with the other applicable provisions of the Act.

As per the requirement of the POSH Act and Rules made thereunder, the Company constituted an Internal
Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year
under review, the Company has not received any complaint pertaining to sexual harassment.

Details of the Sexual Harassment complaints received and disposed off during the year under review:

Particulars	Status of Complaints received and disposed off
Number of complaints on sexual harassment received	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil
Nature of action taken by the employer or district office	Nil

The Company is committed to providing a healthy environment for all its employees conducive to work without
the fear of prejudice and gender bias.

Declaration under Maternity Benefit Act, 1961

Pursuant to the provisions of the Maternity Benefit Act, 1961, as amended, during the financial year ended March
31,2025, there were no instances wherein any woman employee of the Company availed or applied for maternity
benefits as stipulated under the Maternity Benefit Act, 1961, including but not limited to maternity leave, medical
bonus, nursing breaks, or creche facility. Accordingly, the specific provisions of the Act were not attracted during
the reporting period.

The Company remains committed to promoting gender diversity and supporting the rights and welfare of women
employees by ensuring full compliance with applicable labour and welfare legislations.

Deviation(s) or Variation(s) in the use of proceeds of Preferential Issue, if any

There were no instances of deviation(s) or variation(s) in the utilization of proceeds from the allotment of 14,74,375
Compulsorily Convertible Preference Shares since the same was issued against the conversion of loan and no
fresh funds were received by the Company.

General

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:

• No application has been made or proceeding is pending against the Company under the Insolvency and
Bankruptcy Code, 2016 during the year.

• No Director has received any remuneration/commission from holding/subsidiary Company.

• There are no details of difference between amount of the valuation done at the time of one-time settlement
and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof.

• During the year under review, there were no pecuniary transactions with any non-executive Director of the
Company.

Acknowledgement

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future.
The Board acknowledges with gratitude the co-operation and assistance provided to your company by the government
as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by
employees of the company during the year under review. Your directors'' gives their sincere gratitude to the customers,
clients, vendors and other business associates for their continued support to the Company. Your Directors'' also place on
record their deep sense of appreciation for the devoted services rendered by all the employees of the company and for
the continued co-operation & support received from shareholders of the Company.

For Shri Gang Industries and Allied Products Limited

Sanjay Kumar Jain

Date: August 29, 2025 Chairperson (Director)

Place: New Delhi DIN: 01014176

1

Ceased to be Director w.e.f. July 04, 2024.

2

Appointed as Director w.e.f. August 30, 2024.

3

Ceased to be CFO w.e.f. February 15,2025.

4

Appointed as CFO w.e.f. February 26,2025.

---

Mar 31, 2024

Your Directors hereby present the 35^th Directors Report of Shri Gang Industries and Allied Products Limited ("The Company") on Company''s Business Operation along with the Audited Financial Statements for the Financial year ended March 31, 2024.

Financial Performance of the Company

The financial performance of the Company for the period under review and comparative figures for the previous year are tabulated below:

Particulars	2023-2024	2022-2023
Income from Operations	28,864.89	13,868.17
Other Incomes	55.34	57.03
Total Revenue(A)	28,920.23	13,925.20
Expenses	26,877.17	12,618.21
Depreciation and Amortisation Expense	516.51	346.58
Total Expenses(B)	27,393.68	12,964.79
Profit (Loss) before tax and Exceptional Items (A-B) (C)	1,526.55	960.41
Exceptional Items (D)	424.26	-
Profit (Loss) before tax (C D) (E)	1,950.81	960.41
Provision for Taxation Current Tax
Deferred Tax Charge/ (Credit)	471.83	(355.58)
Total Tax Expenses (F)	471.83	(355.58)
Profit (Loss) After Tax (E-F)	1,478.98	1.315.99
Other Comprehensive Income - Items that will not be reclassified to profit or loss	2.54	(0.55)
- Tax on above	(0.64)	(0.14)
Net Profit/(Loss) after tax for the year	1,480.88	1,315.30
Earnings per share (Basic and Diluted)	8.25	8.65

The Financial Statements have been prepared on accrual basis in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and the provisions of the Companies Act, 2013.

The Financial Statements are presented in Indian Rupees ("INR") and all amounts are rounded to the nearest Lakhs, except as stated otherwise.

Share Capital

As at March 31, 2024, the Authorised Share Capital of the Company as at March 31, 2024 stood at Rs. 30,00,00,000/- (Rupees Thirty Crore) divided into 3,00,00,000 Equity Shares of Rs. 10/- (Rupees Ten) each and the Issued, Subscribed and Paid-up Share Capital stood at Rs. 17,93,00,000/- (Rupees Seventeen Crore

Ninety-Three Lakh) divided into 1,79,30,000 (One Crore Seventy-Nine Lakh Thirty Thousand) Equity Shares of Rs. 10/- each. There was no change in the Capital structure during the year under review.

The Company has no other type of securities except Equity Shares forming part of the Paid-up Share Capital of the company.

Performance of Business

During the year ended, the revenue earned was Rs. 28,864.89 Lakh as compared to Rs. 13,868.57 Lakh, a significant increase by 108.13 percent. Profit before Tax was Rs. 1,950.81Lakh registering a growth of 103.12 % over the profit of Rs. 960.41lakh earned in previous financial year.

During the year there was a significant improvement in the financial performance of the company, as FY 23-24 was the first full year of operations of the Distillery Unit of the Company which had commenced its commercial operations in September 2022.

State of Company''s Affairs and Future Outlook

The financial position of the company is gradually improving after the commencement of the commercial operations of the distillery Unit.

The company is bottling IMFL for M/s United Spirits Limited. The company also has a long term agreement with M/s United Spirits Ltd for the supply of Extra Neutral Alcohol (ENA) that is being produced in the Distillery.

A detailed review of operations and performance and future outlook of the Company is given separately under the head ''Management Discussion & Analysis'' pursuant to Regulation 34 read with Part B of Schedule V of SEBI Listing Regulations, and the same has already been presented in a separate section forming part of this Annual Report.

Dividend

Although there has been a turnaround in Company''s performance and business operations, your Directors are unable to recommend any dividend for the year under review, as the company has accumulated losses.

Amounts Transferred to Reserves

The Company has not transferred any amount to the Reserves during the year under review.

Directors and Key Managerial Personnel

As on March 31, 2024, the Company has 6 (six) Directors with an optimum combination of Executive and Non-Executive Directors including 1 (One) Women Director and 2 (Two) Independent Directors. The current composition of the Board of Directors (as on the date of Boards'' Report) are as follows:

Sr. No.	Name of Director	Designation
1.	Arun Kumar Sharma	Whole Time Director
	Sanjay Kumar Jain	Non-Executive Director
	*Vivek Singh Khichar	Non-Executive Director
	Seema Sharma	Non-Executive Independent director
	Vishal Singh	Non-Executive Independent director
	**Vyom Goel	Non-Executive Director
* Appointed w.e.f. August 30, 2024 **Appointed w.e.f. June 23, 2023

Changes in the Composition of the Board of Directors

The following changes occurred during FY 2023-2024 till the date of this Report:

i. The Board appointed Mr. Vyom Goel (DIN: 10063284) as Additional Non-Executive Non-Independent Director of the Company w.e.f. June 23, 2023 whose appointment as Director under section 152(6) of the Companies Act, 2013 was approved by the members of in their Annual General Meeting held on September 22, 2023.

ii. Mr. Syed Azizur Rahman (DIN: 00242790) resigned from the office of Chairman and Non-Executive Non-Independent Director of the Company effective from the closure of July 04, 2024.

iii. Mr. Vivek Singh Khichar (DIN: 10749725) has been appointed as Additional Non-Executive NonIndependent Director of the Company w.e.f. August 30, 2024 whose appointment as Director under section 152(6) of the Companies Act, 2013 is subject to approval of the members at the ensuing Annual General Meeting ("AGM").

iv. Ms. Seema Sharma (DIN: 07216171) has been reappointed as Non-Executive Independent Director of the Company for a second term of 5 (Five) consecutive years commencing from March 31, 2025 up to March 30, 2020 subject to the approval of members at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, executive directors and non-executive directors except the Independent Directors are subject to retire by rotation. Based on the terms of appointment and the Articles of Association of your Company, Mr. Vyom Goel (DIN: 10063284) who is the longest serving member in the current term and is liable to retire by rotation and he being eligible offers himself for reappointment. Appropriate resolution(s) for appointment/re-appointment is being placed for your approval at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities & Exchange Board of India (Listing Obligations and Disclosure) Requirements, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than reimbursement of expenses, if any.

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Company has following Key Managerial Personnel at the end of the financial year:

Sr. No.	Name of Key Managerial Personnel	Designation
1.	Mr. Arun Kumar Sharma	Whole Time Director
2.	Mr. Anil Kumar Gupta	Chief Financial Officer
3.	Ms. Kanishka Jain	Company Secretary

Corporate Social Responsibility

The provisions of Corporate Social Responsibility are applicable to the Company for the Financial Year ending March 31, 2024 and the Company''s CSR Policy in line with the provisions of section 135 read with Schedule VII of the Companies Act, 2013 ("the Act"). Further, the Company is not required to constitute CSR Committee pursuant to section 135(9) of the Act.

The Company strongly believes that sustained growth of business is growth of people around our operation and protection of environment where we operate. We understand wellbeing of the community around our business which helps in growth of business and hence we value people around our operational locations and promote inclusive growth. The Company''s CSR spending is aligned with the requirements as laid down under Section 135 of the Companies Act, 2013.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure A of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy can be accessed at https://www.shrigangindustries.com/policy.html.

Details of Subsidiaries/ Joint Venture and Associate Company

The Company has no subsidiary/ Joint Venture and Associate Company during the year under review. Further, the Company is an associate Company of M/s Suraj Industries Limited.

Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of its knowledge and ability state that:

i. That in the preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable Accounting standards have been followed and that there are no material departures;

ii. That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended March 31, 2024;

iii. That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That accounts for the year ended March 31, 2024 have been prepared following the going concern basis;

v. That Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Material Changes and Commitments

No material changes and commitments affecting the financial Position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

Statutory Auditor and Their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, M/s. Pawan Shubham & Co., Chartered Accountants, having FRN.: 011573C, were appointed as the Statutory Auditors of the Company at the Thirty-Third (33^rd) Annual General Meeting of the Company held on September 30, 2022 for a period 5 years from the conclusion of the ensuing 33rd Annual General Meeting till the conclusion of 38th Annual General meeting of the Company at such remuneration as may be fixed by the Board of Directors of the Company.

The Notes on financial statement referred to in the Auditors'' Report for the Year ended March 31, 2024 are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with the Financial Statements in this Annual Report.

During the year under review, there have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

Secretarial Auditors and Their Report

In accordance with the provisions of Section 204 and Section 134(3) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, the Board had appointed M/s Monika Kohli & Associates, Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2023-24 to undertake the Secretarial Audit functions of the Company.

The Secretarial Audit Report in the prescribed form MR-3 for the financial year ended on March 31, 2024 forms part of the Annual Report. The same is annexed as Annexure "B".

The Secretarial Auditor had pointed out a remark in its report that the equity shareholding of the promoters and promoter''s group in dematerialisation form is 96.87% as on March 31, 2024 against 100% as required under Regulation 31 of SEBI LODR.

Board''s Reply on aforesaid remark: The Company had made request to all the shareholders including Promoter and Promoter Group through notice of last Annual General Meeting asking to dematerialize theirs shares. Similar request to all shareholders including Promoter and Promoter Group is being made in the notice of ensuing Annual General Meeting which is being sent to all the shareholders. As on March 31, 2024, the promoter''s Shareholding upto the extent of 96.87% has already been dematerialized. However, as on the date of this Report, Promoter''s Shareholding to the extent of 98.55 % is in Dematerialized form. The Management has been following up with the rest of the Promoter and Promoter Group to get their shares dematerialized to make the Company compliant as per SEBI (LODR), Regulations, 2015.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with relevant applicable rules the Board of Directors has appointed M/s Mohan Gupta & Co., Chartered Accountants as Internal Auditor of the Company for the Financial Year 2023-24.

Annual Return

In accordance with the provisions of section 134(3)(a) and 92(3) of Companies Act, 2013 read with rules framed thereunder, the Annual Return for the Financial Year 2023-2024 will be available on the website, once filed with the Registrar of Companies after the ensuing Annual General Meeting and can be accessed through the link (https://www.shrigangindustries.com).

Disclosure about Maintenance of Cost Records

The company has maintained the requisite cost records and accounts as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

Internal Control Systems and their Adequacy

The Company has in all material respects an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024. The Company has in place robust internal control procedures commensurate with its size and operations.

Number of Board Meetings and Attendance by Each Director

During the financial year 2023-2024, the Board of Directors has met five (5) times. The periodicity between two Board Meetings was within the maximum time gap as prescribed in the Listing Regulations / Companies Act, 2013. The details of meetings of the Board along with the attendance of Directors are provided separately in the Corporate Governance Report, which is a part of the Annual Report.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Employees in the course of day-to-day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated Employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with Stakeholders.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated Employees of the Company. The Code requires preclearance for dealing in the Company''s Shares and prohibits the purchase or sale of Company Shares by the Directors and the designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code.

The Board Members have affirmed compliance with the Code of Conduct for the year ended March 31, 2024. The code of conduct is available on our website (https://www.shrigangindustries.com/investor-relations.html).

Declaration by Independent Director(s)

The Company has received necessary declaration form each Independent Director under Section 149(7) of the Companies Act, 2013 ("the Act") that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and qualify to act as Independent Director of the Company. In the opinion of the Board, the Independent Directors fulfil the criteria of independence as specified under the Act and SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and other Employees.

Statement Regarding Opinion of the Board with regard to Integrity, Expertise and Experience of Independent Directors appointed during the year

The Board is of the opinion that all the independent directors appointed are having good integrity and possess the requisite expertise and experience (including the proficiency). Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence and that they are independent of the management.

Committees of the Board

Pursuant to the requirements of Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has constituted the following Committees:

1. Audit Committee;

2. Nomination & Remuneration Committee; and

3. Stakeholders Relationship Committee;

The details pertaining to the composition of all the Committees along with their charter and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report.

Nomination & Remuneration Policy

The Company has a Remuneration Policy in place encompassing the appointment and remuneration philosophy of the Company. The Policy comprises of the various elements and terms of appointment. The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management.

The Company has framed a Nomination and Remuneration Policy pursuant to the provisions of Section 178 of the Companies Act, 2013. The details of policy are mentioned in Corporate Governance Report. The policy is available on our company''s website at (https://www.shrigangindustries.com/policy.html).

Performance Evaluation and Familiarization Programme

The Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, provides that the Board needs to undertake a formal Annual Evaluation of its own performance and that of its committees and individual Directors. The Schedule IV of the Companies Act, 2013 read with the Rules issued there understates that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board has carried out the annual evaluation of its own performance, performance of the Directors individually as well as the performance of the working of its Audit, Nomination & Remuneration and other Committees of the Board. The evaluation was carried out taking into consideration various aspects of the Board''s functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc. The Directors expressed their satisfaction with the evaluation process. The details of programme for familiarization of Independent Directors of your Company is available on your Company''s website https://www.shrigangindustries.com/investor-relations.html.

Meeting of Independent Directors

In terms of requirements under Schedule IV of the Companies Act, 2013, A separate meeting of the Independent Directors was held on February 29, 2024 in accordance with the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations.

The Independent Directors at the meeting reviewed the following:

• Performance of non-independent Directors and the Board as a whole.

• Assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

Particulars of Loan(s), Guarantee(s) or Investment(s) under section 186 of the Companies Act, 2013

During the year under review the Company has neither made any investment(s) nor given any loan(s) or guarantee(s) or provided any security which is covered under the provisions of Section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangement made with Related Parties

During the year, the Company has entered into contract, arrangement and transactions with related parties which were in the ordinary course of business and on arm''s length basis and none of the contract, arrangement and transactions could be considered material as covered under Section 188 (1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-2024 and hence does not form part of this report.

Pursuant to Regulation 23 of SEBI Listing Regulations, the Company has taken approval from the shareholders for material related party transactions entered into or to be entered into during the FY ended March 31, 2024.

Deposits

During the year, the company has neither accepted nor renewed any deposits from public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Conservation of energy
The Steps taken or impact on conservation or energy	The Distillery unit of the Company is designed and equipped with energy conservation equipment and technology and the Company shall give highest priority to the conservation of energy on ongoing basis in coming years by improving the energy efficiency based on latest technology.
The steps taken by the company for utilizing alternate sources of energy
The capital investment on energy conservation equipment''s
Technology absorption
The efforts made towards technology absorption		The Distillery unit of the Company is designed and equipped with energy conservation equipment and technology and the Company shall give highest priority to the conservation of energy on ongoing basis in coming years by improving the energy efficiency based on latest technology.
The benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
a. The details of technology been fully absorbed		-
b. The year of import		-
c. Whether the technology been full absorbed		-
d. If not fully absorbed, areas where absorption has not taken place, and the reason thereof.		-
The expenditure incurred on Research and Development		-
Foreign exchange earnings and outgo
There was no Foreign Exchange Earnings and outgo during the year under review.

Risk Management

A key factor in determining a company''s capacity to create sustainable value is the risks that the company is willing to take at strategic and operational levels and its ability to manage them effectively. Many risks exist in a company''s operating environment and they emerge on a regular basis. The Company''s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The company has in place risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor non-business risks. The Company through Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Company''s planning process.

Change in the nature of Business, If any

There is no change in the nature of business of the Company during the financial year 2023-2024. Significant and Material Orders Passed by the Regulators

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Vigil Mechanism/ Whistle Blower Policy

In accordance with the Section 177(9) & (10) of the Companies Act, 2013 and rules framed there under, the Board has established the Vigil Mechanism/Whistle Blower Policy, a mechanism for all Directors and employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy act as a neutral and unbiased form to voice concerns in a reasonable and effective manner without fear of reprisal. The policy is disclosed on Company''s website (Web Link: https://www.shrigangindustries.com/policy.html).

During the year under review no personnel has been denied access to the audit committee.

Depository Systems

Your Company has established connectivity with both depositories - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, members holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s. BEETAL Financial & Services Private Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent across physical and electronic alternative.

Listing of Shares

The Company''s shares are listed on the below mentioned Stock Exchange: -BSE Limited (BSE)

Phiroze Jeejeebhoy Towers,

25th Floor, Dalal Street, Mumbai - 400 001

Borrowings from Directors

Pursuant to Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014, it is stated that during the year under review, the Company has not taken any loan from Directors of the Company.

Particulars of Managerial Remuneration and Employees1. Disclosure in terms of Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Sr. Name of Director No.	Ratio to median Remuneration	% increase in remuneration in the financial year
1. Executive Directors
a. Mr. Arun Kumar Sharma	7.01:1	14.41%
2. Non-Executive Directors
a. Mr. Syed Azizur Rahman1	--	--
b. Mr. Vyom Goel2	--	--
c. Mrs. Seema Sharma	--	--
d. Mr. Vishal Singh
e. Mr. Sanjay Kumar Jain	--	--
3. Chief Financial Officer
Mr. Anil Kumar Gupta	--	15.95%
4. Company Secretary
a. Ms. Kanishka Jain	--	70.59%
1 Ceased to be Director w.e.f. July 04, 2024.
2 Appointed as Director w.e.f. June 23, 2023.

ii. The percentage increase in remuneration in the median remuneration of employee in the financial year: (-) 6.51%

The figure is negative due to the reason the number of employees increased from 159 as on 31.03.2023 to 218 as on 31.03.2024. The pay scales of the new employees are based on their experience and qualifications.

iii. The number of permanent employees on the rolls of the Company at the end of the Financial Year: 218.

iv. Average Percentile Increase already made in the Salaries of Employees other than the Managerial Personnel in the last Financial Year and its Comparison with the Percentile Increase in the Managerial Remuneration:

• Percentage increase in the managerial remuneration for the year: 14.41%

• Percentage increase in salaries of Employees other than the Managerial Personnel: -

5.07%

There was percentile decrease in the Salaries of Employees other than the Managerial Personnel, due to increase in the number of employees with lower salary base commensuration with their qualification and experience.

v. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

2. Disclosure in terms of Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: There was no employee who has drawn salary as mentioned in the aforesaid rule.

Further, the report and the accounts are being sent to the Members. In terms of Section 136 of the Act, all the documents are open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

Industrial Relations

The Industrial Relations have continued to be stable and harmonious during the course of the year. Disclosure under Secretarial Standard

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

General

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:

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

¦ Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

¦ The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

¦ No transfer was made to the Investor Education and Protection fund against the unclaimed dividend or shares during the year.

¦ No application has been made or proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

¦ There are no details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Acknowledgement

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by the government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. Your directors'' gives their sincere gratitude to the customers, clients, vendors and other business associates for their continued support to the Company. Your Directors'' also place on record their deep sense of appreciation for the devoted services rendered by all the employees of the company and for the continued co-operation & support received from shareholders of the Company.

---

Mar 31, 2023

Your Directors hereby present the Thirty Fourth (34^th) Annual Report on Company’s Business Operations along with the Audited Statement of Accounts for the year ended on March 31, 2023.

FINANCIAL PERFORMANCE OF THE COMPANY

The financial performance of the Company for the period under review and comparative figures for the previous year are tabulated below:

Particulars	2022-2023	2021-2022
Income from Operations	13,868.17	8,021.37
Other Incomes	57.03	132.67
Total Revenue (A)	13,925.20	8,154.04
Expenses	12,618.21	7,453.13
Depreciation and Amortisation Expense	346.58	163.95
Total Expenses (B)	12,964.79	7,617.08
Profit (Loss) before tax (A-B) (C)	960.041	536.96
Provision for Taxation
Current Tax	-	-
Deferred Tax Charge/ (Credit)	(355.58)	65.44
Total Tax Expenses (D)	(355.58)	65.44
Profit (Loss) After Tax (C-D) (E)
Other Comprehensive Income
- Items that will not be reclassified to profit or loss	(0.55)	1.88
- Tax on above	(0.14)	0.47
Net Profit/(Loss) after tax for the year	1,315.30	473.87
Earnings per share (Basic and Diluted)	8.65	5.95

The Financial Statements have been prepared on accrual basis in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and the provisions of the Companies Act, 2013.

The Financial Statements are presented in Indian Rupees (“INR”) and all amounts are rounded to the nearest Lakhs, except as stated otherwise.

SHARE CAPITAL

During the year under review, the Authorised Share Capital of the Company has increased from Rs. 8,50,00,000/- (Rupees Eight Crore Fifty Lakh) divided into 85,00,000 Equity Shares of Rs. 10/- (Rupees Ten) each to Rs.18,50,00,000/- (Rupees Eighteen Crore and Fifty Lakh Only) divided into 1,85,00,000 Equity Shares of Rs. 10/-(Rupees Ten) each and was further increased to Rs. 30,00,00,000/- (Rupees Thirty Crore) divided into 3,00,00,000 Equity Shares of Rs. 10/-

(Rupees Ten) each and as on March 31, 2023, it stood at Rs. 30,00,00,000/- (Rupees Thirty Crore) divided into 3,00,00,000 Equity Shares of Rs. 10/- (Rupees Ten) each.

Consequent to the approval of members in their Extra Ordinary General Meeting held on June 27, 2022, the Preferential Issue Committee of the Board of Directors in its meeting held on July 09, 2022, allotted 1,00,00,000 Equity Shares of Rs. 10/- each to the persons belonging to the Promoter & Promoter Group and Non-Promoter Category, aggregating to Rs, 10,00,00,000/- on preferential basis in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Consequent to the issuance & allotment of shares, the Issued, Subscribed and Paid-up Share Capital increased and as on March 31,2023, it stood at Rs. 17,93,00,000/- (Rupees Seventeen Crore Ninety-Three Lakh) divided into 1,79,30,000 (One Crore Seventy-Nine Lakh Thirty Thousand) Equity Shares of Rs. 10/- each.

The Company has no other type of securities except Equity Shares forming part of the Paid-up Share Capital of the company.

PERFORMANCE OF BUSINESS

During the year ended, the revenue earned was Rs. 13,868.17 Lakh as compared to Rs. 8,021.37 Lakh, a significant increase by 72.89 percent. Net Profit after Tax was Rs. 1,315.30 Lakh as compared to the profit of Rs. 560.67 lakhs earned in previous financial year.

During the year there was a significant improvement in the financial performance of the company, as the Distillery Unit of the Company commenced its commercial operations in September 2022.

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

The financial position of the company is gradually improving after the commencement of the commercial operations of the distillery Unit.

The company is bottling IMFL for M/s United Spirits Limited. The company has also already entered into a long term agreement with M/s United Spirits Ltd for the supply of Extra Neutral Alcohol (ENA) that is being produced in the Distillery.

A detailed review of operations and performance and future outlook of the Company is given separately under the head ‘Management Discussion & Analysis’ pursuant to Regulation 34 read with Part B of Schedule V of SEBI Listing Regulations, and the same is annexed as Annexure B and forms part of this Annual Report.

DIVIDEND

Although there has been a turnaround in Company’s performance and business operations, your Directors are unable to recommend any dividend for the year under review, as the company has accumulated losses.

AMOUNTS TRANSFERRED TO RESERVES

The Company is not statutorily required to transfer any amounts to the Reserves during the year under review.

The Board of Directors comprise of eminent and experienced professionals in the Industry. The current composition of the Board of Directors (as on the date of Boards’ Report) are as follows:

SR. NO.	NAME OF DIRECTOR	DESIGNATION
1.	ARUN KUMAR SHARMA	Whole Time Director
2.	*SYED AZIZUR RAHMAN	Non-Executive Director
4.	SANJAY KUMAR JAIN	Non-Executive Director
4.	SEEMA SHARMA	Non-Executive Independent director
5.	*VISHAL SINGH	Non-Executive Independent director
6.	**VYOM GOEL	Non-Executive Director

* Appointed w.e.T. June 14, 2022 **Appointed w.e.f. June 23, 2023

CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS

The following changes occurred during FY 2022-2023 till the date of this Report:

i. The category of Mr. Sanjay Kumar Jain has been changed from Non-Executive Independent Director to Non-executive Non Independent Director w.e.f May 30, 2022.

ii. Mrs. Anita Gupta, relinquished the office of Director of the Company w.e.f. June 14, 2022.

iii. On September 30, 2022, the members approved the appointment of:

- Mr. Arun Kumar Sharma (DIN: 09008061) as Whole-time Director of the Company for a period of 2 (two) years w.e.f. November 13, 2021.

- Mr. Sanjay Kumar Jain (DIN: 01014176) as Non-Executive Non-Independent Director of the Company w.e.f. March 03, 2023.

- Mr. Syed Azizur Rahman (DIN: 00242790) as Non-Executive Director of the Company w.e.f. June 14, 2022 who was appointed by Board u/s 161(1).

- Mr. Vishal Singh (DIN: 07500944) as Non-Executive Independent Director of the Company for a period of 5 (Five) years w.e.f. June 14, 2022 who was appointed by Board u/s 161(1)of the Companies Act, 2013.

iv. The Board appointed Mr. Vyom Goel (DIN: 10063284) as Additional Non-Executive NonIndependent Director of the Company w.e.f. June 23, 2023 whose appointment as Director under section 152(6) of the Companies Act, 2013 is subject to approval of the members at the ensuing Annual General Meeting (“AGM”).

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, executive directors and non-executive directors except the Independent Directors are subject to retire by rotation. Based on the terms of appointment and the Articles of Association of your Company, Mr. Sanjay Kumar Jain (DIN: 01014176) who is the longest serving member in the current term and is liable to retire by rotation and he being eligible offers himself for reappointment.

Appropriate resolution(s) for appointment/re-appointment is being placed for your approval at the ensuing Annual General Meeting.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than reimbursement of expenses, if any.

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

KEY MANAGERIAL PERSONNEL

In accordance with Section 203 of the Companies Act, 2013, the Company has following Key Managerial Personnel at the end of the financial year:

SR.	NAME OF KEY MANAGERIAL	DESIGNATION
NO.	PERSONNEL
1.	Mr. Arun Kumar Sharma	Whole Time Director
2.	Mr. Anil Kumar Gupta	Chief Financial Officer
3.	Ms. Kanishka Jain	Company Secretary

CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 135 of the Companies Act, 2013 became applicable on the Company during the year under review. As per Section 135 of Companies Act, 2013, company is required to spend the average of 2% of the Net Profit earned in the previous Three (3) Financial Years towards the Corporate Social Responsibility (“CSR”) activities as per the provisions of Schedule VII of the Companies Act, 2013.

However, the Company had incurred losses in the two previous Financial Years (2019-2020 & 2020-2021) preceding the immediate previous Financial Year 2021-2022, due to which the Company was not required to do any spending towards the CSR activity (ies).

Therefore, Company was not required to constitute Corporate Social Responsibility Committee pursuant to the provisions of section 135 of the Companies Act, 2013.

Pursuant to the applicability of provisions of CSR, the Company has adopted CSR Policy of the company giving the glimpses of company''s philosophy on CSR. The policy can be accessed at https://www.shrigangindustries.com/policy.html.

DETAILS OF SUBSIDIARIES/ JOINT VENTURE AND ASSOCIATE COMPANY

The Company has no subsidiary/ Joint Venture and Associate Company during the year under review.

However, during the year, M/s Suraj Industries Limited (“SIL") has acquired 20.08% of the Paid-up Share capital of the Company and accordingly, the company became the Associates Company of SIL.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of its knowledge and ability state that:

i. That in the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable Accounting standards have been followed and that there are no material departures;

ii. That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit of the Company for the year ended March 31,2023;

iii. That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That accounts for the year ended March 31,2023 have been prepared following the going concern basis;

v. That Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial Position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report except the following:

? The Company has received approval from BSE Limited vide their letter dated May 31, 2023, for reclassification of M/s Mother Mira Industries Limited from Promoter & Promoter Group to Public category.

STATUTORY AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, M/s. Pawan Shubham & Co., Chartered Accountants, having FRN.: 011573C, were appointed as the Statutory Auditors of the Company at the Thirty-Third (33^rd) Annual General Meeting of the Company held on September 30, 2022 for a period 5 years from the conclusion of the ensuing 33rd Annual General Meeting till the conclusion of 38th Annual General meeting of the Company at such remuneration as may be fixed by the Board of Directors of the Company.

The Notes on financial statement referred to in the Auditors’ Report for the Year ended March 31, 2023 are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark. The Auditor’s Report is enclosed with the Financial Statements in this Annual Report.

During the year under review, there have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

In accordance with the provisions of Section 204 and Section 134(3) of the Companies Act,

2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 and Regulation 24A of SEBI (Listing Obligation and Disclosure) Requirements, 2015, the Board had appointed M/s Monika Kohli & Associates, Company Secretaries, as Secretarial Auditor of the Company to undertake the Secretarial Audit functions of the Company.

The Secretarial Audit Report in the prescribed form MR-3 for the financial year ended on March 31,2023 forms part of the Annual Report. The same is annexed as Annexure “A”.

The Secretarial Auditor had pointed out two remarks in its report, which are replied by the Board of Directors hereunder:

Secretarial Auditor’s Remark-1

It is observed that the promoter’s holding of equity shares in the company is not completely in dematerialized form as required under Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).

Board’s Reply

The Company had made request to all the shareholders including Promoter and Promoter Group through notice of last Annual General Meeting asking to dematerialize theirs shares. Similar request to all shareholders including Promoter and Promoter Group is being made in the notice of ensuing Annual General Meeting which is being sent to all the shareholders. As on March 31, 2023, the promoter’s Shareholding upto the extent of 91.27 % has already been dematerialized. However, as on the date of this Report, Promoter’s Shareholding to the extent of 94.55 % is in Dematerialized form. The Management has been following up with the rest of the Promoter and Promoter Group to get their shares dematerialized to make the Company compliant as per SEBI (LODR), Regulations, 2015.

Secretarial Auditor’s Remark-2

The company don’t have the Fire NOC and the requisite permissions from the State Pollution Control Board for its manufacturing unit located at Sikandrabad, Uttar Pradesh. However, as informed and confirmed by the management during the year under review, no manufacturing activities are carried out at above mentioned unit.

Board’s Reply

During the year under review no manufacturing operations were carried out at the Sikandrabad unit. However, the Company will obtain the Fire NOC and requisite permissions from the State Pollution Control Board once the manufacturing activity will be resumed.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with relevant applicable rules your company was required to appoint an Internal Auditor. Further the Board of Directors has appointed M/s Mohan Gupta & Co., Chartered Accountants as Internal Auditor of the Company.

ANNUAL RETURN

In accordance with the provisions of section 134(3)(a) and 92(3) of Companies Act, 2013 read with rules framed thereunder, the Annual Return for the Financial Year 2022-2023 will be

available on the website, once filed with the Ministry of Corporate Affairs after the ensuing Annual General Meeting and can be accessed through the link

(https://www.shrigangindustries.com).

DISCLOSURE ABOUT MAINTENANCE OF COST RECORDS

The company has maintained the requisite cost records and accounts as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in all material respects an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2023. The Company has in place robust internal control procedures commensurate with its size and operations.

NUMBER OF BOARD MEETINGS AND ATTENDANCE BY EACH DIRECTOR

During the financial year 2022-2023, the Board of Directors’ has met five (5) times on 30-052022, 13-08-2022, 03-09-2022, 19-10-2022 and 10-02-2023. The periodicity between two Board Meetings was within the maximum time gap as prescribed in the Listing Regulations / Companies Act, 2013. The details of meetings of the Board along with the attendance of Directors are provided in the Corporate Governance Report, which forms part of this Annual report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Employees in the course of day to day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated Employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with Stakeholders.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Company’s Shares and prohibits the purchase or sale of Company Shares by the Directors and the designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code.

The Board Members have affirmed compliance with the Code of Conduct for the year ended March 31, 2023. The code of conduct is available on our website

(https://www.shrigangindustries.com/investor-relations.html).

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” the Company has in place a formal policy for prevention of sexual

harassment at work place and the Company has also Constituted the Internal Complaint Committee in compliance with the requirement of the Act.

During the year under review, the company has not received any complaint of sexual harassment.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received necessary declaration form each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 146(6) of Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) and qualify to act as Independent Director of the Company. In the opinion of the Board, the Independent Directors fulfil the criteria of independence specified in Section 149(6) of the Companies Act,2013 and Regulation 16(1)(b) of the SEBI LODR. The Independent Directors have also confirmed that they have complied with the Company’s Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and other Employees.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that all the independent directors appointed are having good integrity and possess the requisite expertise and experience (including the proficiency). Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence and that they are independent of the management.

COMMITTEES OF THE BOARD

Pursuant to the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted the following Committees:

1. Audit Committee;

2. Nomination & Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Independent Directors Committee.

The details pertaining to the composition of all the Committees along with their charter and meetings held during the year, are provided in the Corporate Governance Report, which forms part of the Annual report.

NOMINATION & REMUNERATION POLICY

The Company has a Remuneration Policy in place encompassing the appointment and remuneration philosophy of the Company. The Policy comprises of the various elements and terms of appointment. The current policy is to have an appropriate mix of executive, nonexecutive and independent directors to maintain the independence of the Board and separate its functions of governance and management.

The Company has framed a Nomination and Remuneration Policy pursuant to the provisions of Section 178 of the Companies Act, 2013. The details of policy are mentioned in Corporate Governance Report.

The policy was updated during the year under review. The policy is available on our company’s website (https://www.shrigangindustries.com/policy.htmr).

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013, A separate meeting of the Independent Directors was held on March 20, 2023 in accordance with the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI LODR.

The Independent Directors at the meeting reviewed the following:

• Performance of non-independent Directors and the Board as a whole.

• Assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has neither made any investment(s) nor given any loan(s) or guarantee(s) or provided any security which is covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

During the year, the Company has entered into contract, arrangement and transactions with related parties which were in the ordinary course of business and on arm’s length basis and none of the contract, arrangement and transactions could be considered material as covered under Section 188 (1) of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable and hence does not form part of this report.

Pursuant to Regulation 23 of SEBI LODR, the resolution seeking approval of the shareholders on material related party transactions is being placed before the shareholders at the forthcoming AGM.

DEPOSITS

During the year, the company has neither accepted nor renewed any deposits from public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

CONSERVATION OF ENERGY

The Steps taken or impact on The Company has commissioned Distillery conservation or energy unit during the year which is designed and

The steps taken by the company for equipped with energy conservation utilizing alternate sources of energy equipment and technology and the Company

The capital investment on energy shall give highest priority to the conservation conservation equipment’s of energy on ongoing basis in coming years by improving the energy efficiency based on latest technology.

TECHNOLOGY ABSORPTION
The efforts made towards technology	The Company has commissioned Distillery
absorption	unit during the year which is designed and
The benefits derived like product	equipped with energy conservation
improvement, cost reduction, product	equipment and technology and the Company
development or import substitution	shall give highest priority to the conservation of energy on ongoing basis in coming years by improving the energy efficiency based on latest technology.
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
a. The details of technology been fully	-
absorbed
b. The year of import	-
c. Whether the technology been full	-
absorbed
d. If not fully absorbed, areas where	-
absorption has not taken place, and the reason thereof.
The expenditure incurred on Research and Development	-
FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no Foreign Exchange Earnings and outgo during the year under review.

RISK MANAGEMENT

A key factor in determining a company’s capacity to create sustainable value is the risks that the company is willing to take at strategic and operational levels and its ability to manage them effectively. Many risks exist in a company’s operating environment and they emerge on a regular basis. The Company’s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The company has in place risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor non-business risks. The Company through

Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Company’s planning process.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

As per the provisions of Regulation 15(2) of SEBI (LODR) Regulations, 2015, the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year shall not be required to comply with the Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V. Accordingly, the Corporate Governance provisions as envisaged above, were not applicable on the Company at the beginning of the year.

However, pursuant to increase in Paid up share capital of the Company during the year under review, Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V have become applicable to the Company w.e.f. July 09, 2022 and since then the Company is complying with the regulations and is committed to maintain the standards of Corporate Governance.

Your Company continues to be compliant with the requirements of Corporate Governance as enshrined in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR''). A Report on Corporate Governance along as stipulated under the Listing Regulations forms part of the Annual Report as Annexure- C. A certificate from the Practising Company Secretary, confirming compliance with the conditions of Corporate Governance, as stipulated in the SEBI LODR forms part of this Report.

PERFORMANCE EVALUATION AND FAMILIARIZATION PROGRAMME

The Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, provides that the Board needs to undertake a formal Annual Evaluation of its own performance and that of its Committees and individual Directors. The Schedule IV of the Companies Act, 2013 read with the Rules issued there understates that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board has carried out the annual evaluation of its own performance, performance of the Directors individually as well as the performance of the working of its Audit, Nomination & Remuneration and other Committees of the Board. The evaluation was carried out taking into consideration various aspects of the Board’s functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc.

The Directors expressed their satisfaction with the evaluation process.

The details of programme for familiarization of Independent Directors of your Company is available on your Company’s website https://www.shrigangindustries.com/investor-relations.html.

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the financial year 20222023.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with the Section 177(9) & (10) of the Companies Act, 2013 and rules framed there under, the Board has established the Vigil Mechanism/Whistle Blower Policy, a mechanism for all Directors and employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy act as a neutral and unbiased form to voice concerns in a reasonable and effective manner without fear of reprisal. The policy is disclosed on Company’s website (Web Link: https://www.shrigangindustries.com/policy.html).

During the year under review no personnel has been denied access to the audit committee.

DEPOSITORY SYSTEMS

Your Company has established connectivity with both depositories - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, members holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s. BEETAL Financial & Services Private Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent across physical and electronic alternative.

LISTING OF SHARES

The Company’s shares are listed on the below mentioned Stock Exchange: -

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers,

25th Floor, Dalal Street, Mumbai - 400 001

BORROWINGS FROM DIRECTORS

Pursuant to Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014, it is stated that during the year under review, the Company has taken loan from Directors of the Company the details of which are given in Notes to the Financial Statements for the Financial Year ending March 31, 2023. The declarations in writing to the effect that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others has also been received by the Company from the concerned Directors.

PARTICULARS OF MANAGERIAL REMUNERATION AND EMPLOYEES

1. Disclosure in terms of Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

SR. NO.	NAME OF DIRECTOR	RATIO TO MEDIAN REMUNERATION	% INCREASE IN REMUNERATION IN THE FINANCIAL YEAR
1.	Executive Directors
a.	Mr. Arun Kumar Sharma	5.73:1	23.33%
2.	Non-Executive Directors
a.	Mr. Syed Azizur Rahman1	--	--
b.	Mrs. Anita Gupta2	--	--
c.	Mrs. Seema Sharma	--	--
d.	Mr. Vishal Singh3
e.	Mr. Sanjay Kumar Jain	--	--
3.	Chief Financial Officer
	Mr. Anil Kumar Gupta	--	5.89%
4.	Company Secretary
a.	Ms. Kanishka Jain	--	--

¹Appointed as Director w.e.f. June 14, 2022.

Relinquished the office of Director w.e.f. June 14, 2022.

³Appointed as Independent Director w.e.f. June 14, 2022.

ii. The percentage increase in remuneration in the median remuneration of employee in the financial year: (-) 9.48%

The figure is negative due to the reason the number of employees increased from 47 as on 31.03.2022 to 159 as on 31.03.2023. The pay scales of the new employees are based on their experience and qualifications.

iii. The number of permanent employees on the rolls of the Company at the end of the Financial Year: 159.

iv. Average Percentile Increase already made in the Salaries of Employees other than the Managerial Personnel in the last Financial Year and its Comparison with the Percentile Increase in the Managerial Remuneration:

Percentage increase in the managerial remuneration for the year: 16.75%

Percentage increase in salaries of Employees other than the Managerial Personnel: -9.48%

There was percentile decrease in the Salaries of Employees other than the Managerial Personnel due to increase in number of employees with lower salary base commensurating with their qualification and experience.

v. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

2. Disclosure in terms of Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -

There was no employee who has drawn salary as mentioned in the aforesaid rule.

Further, the report and the accounts are being sent to the Members. In terms of Section 136 of the Act, all the documents are open for inspection and any Member interestedin obtaining a copy of the same may write to the Company Secretary.

INDUSTRIAL RELATIONS

The Industrial Relations have continued to be stable and harmonious during the course of the year.

DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF PREFERENTIAL ISSUE, IF ANY

There were no instances of deviation(s) or variation(s) in the utilization of proceeds of the Preferential Issue of Equity Shares as mentioned in the objects of Offer in the Offer Document.

DISCLOSURE UNDER SECRETARIAL STANDARD

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

GENERAL

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:

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

> Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

> The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

> No transfer was made to the Investor Education and Protection fund against the unclaimed dividend or shares during the year. However, the Company has transferred

Rs. 41,690/- to IEPF collected from one of the Promoter as penalty towards the violation of Company''s Code of Conduct for Trading by designated persons.

> No application has been made or proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

> There are no details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

ACKNOWLEDGEMENT

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by the government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. Your Directors gives their sincere gratitude to the customers, clients, vendors and other business associates for their continued support to the Company.

Your Directors also place on record their deep sense of appreciation for the devoted services rendered by all the employees of the company and for the continued co-operation & support received from shareholders of the Company.

By order of the Board For Shri Gang Industries and Allied Products Limited

Sd/- Sd/-

Arun Kumar Sharma Syed Azizur Rahman

Whole Time Director Director

DIN:09008061 DIN: 00242790

Date: 25. 08.2023 Place: New Delhi

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Jun 30, 2010

To the Members,

The directors hereby present their Twenty First Annual Report along with the Audited Statements of Account for the year ended June 30, 2010.

FINANCIAL RESULTS

Financial Results for the year's operations and the comparative figures of the previous year are summarised below: (Rs. In Lacs)

Yearended Year ended June 30, June 30, 2010 2009

Sales 8066.69 16877.69

Profit before Financial Charges & Depreciation (583.55) (1068.49)

Financial Charges 42.84 76.01

Depreciation 51.51 94.35

Extra Ordinary Expenses :

Prior period Expenses — 20.03

Net Profit/(Loss) before Tax (677.91) (1258.90)

Income Tax (Fringe Benefit Tax) — (2.17)

Net Profit (Loss) for the year (677.91) (1261.06)

APPROPRIATIONS

Dividend — —

Transfer to General Reserve — — Provision for Leave Encashment - - revered under transitional provision as per AS 15

Loss brought forward (5648.90) (4387.82)

Transfer from Investment allowance reserves

Balance in profit & Loss Account carried to Balance sheet (6326.81) (5648.88)

DIVIDEND

In view of Company's Financial Position, the Directors are unable to recommend any dividend. The company's shares are listed at Mumbai.

OPERATIONS

During the year under review the company has incurred a loss of Rs 677.91 Lacs. Huge capacity plants near ports, having logistic advantages & economies of scale has made plants in hinterland unviable and uncompatative.This has affected the operations of yours company.

DEPOSITS

During the year the company has not accepted any public deposits. However, the company has accepted the deposits from the specified persons in earlier years and the statement in lieu of advertisement has been filed with the Registrar of Companies for those years. However there is no default in repayment of any deposit.

DIRECTORS

Shri Gopal Das Aggarwal, Director retire by rotation and being eligible offer himself for re-appointment. Further the Board has recommended the reappointment of Shri Gopal Das Aggarwal as Whole Time Director.

During the year Shri Rajesh Kumar Gupta and Shri Gyan Chand Jain was appointed as an additional director w.e.f. 01.01.2010 and Shri Narender Singh was appointed as an additional Director w.e.f. 13.03.2010 respectively. The Board recommend their appointment as Directors of the Company.

Shri Inder Mani Mittal and Shri Sanam Gambhir have resigned from the post of the Directors with effect from 01.01.2010. The Board places on record its deep appreciation for the valuable guidance provided by them during their tenure on the Board of the Company.

The Board has recommended the appointment of Shri J K Jain as Whole Time Director

Your company has taken sufficient steps to appoint the Company Secretary but the position could not be filled as the Company is registered with BIFR as sick industrial company and production has been suspended on account of Non availability of orders as compared to the Production capacity. Thereforexandidates interviewed have not shown their interest to join the Company. However your Company is taking the services of the practising Company Secretary to look after the Compliances of the Companies Act, 1956

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in section 217(2AA) of the Companies Act, 1956, the Directors of your company confirm:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b. That they have selected such accounting policies and applied them consistently and made judgements 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 2009-10 and of the loss of the company for that period.

c. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company for preventing and detecting fraud and other irregularities.

d. That they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement for Corporate Governance your company has constituted the Audit Committee. As on date the Audit Committee comprises of the following Directors:

1. Shri Gopal Das Aggarwal

2. Shri Rajesh Kumar Gupta

3. Shri Gyan Chand Jain

Shri Rajesh Kumar Gupta & Shri Gyan Chand Jain has been nominated as member of Audit Committee with effect from 01.01.2010 in place of Shri Inder Mani Mital & Shri Sanam Gambhir who have resigned as Director of the Company. This committee has reviewed the Accounts for the year ended June 30, 2010.

CORPORATE GOVERNANCE

Your Company continues to function in a transparent manner with the basic philosophy to create wealth, besides taking care of the interest of all stakeholders including shareholders, banks, Financial Institutions, customers, Employees and the society at large.

Your company gives due emphasis on the adaptability to such procedures so as to ensure transparency, accountability & integrity in all respect. A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of corporate governance as stipulated under clause 49 of the Listing Agreement with the stock exchanges from part of the Annual Report.

AUDITORS

M/s Tas Associates, Chartered Accountants, Auditors of the company hold office until the conclusion of ensuring Annual General Meeting and your directors recommended their re-appointment. The company has received the requisite certificate from M/s Tas Associates, Chartered Accountants to the effect that their re-appointment of effected, would be within the limits prescribed u/s 224(1 -B) of the Companies Act, 1956.

AUDIT REPORT

The Auditor's reports are self-explanatory and do not require any comments from the Board of Directors.

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

The information as regards conservation of energy, technology and outgo required u/s 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Directors) Rules, 1988 is annexed hereto as per annexure and forms an integral part of the report.

PARTICULARS OF EMPLOYEES

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as alaid down u/s 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended. Hnce the Details required under section 217(2A) are not given.

INSURANCE

All the insurable interest of the company including inventories, building and plant & machinery under legislative enactments are adequately insured.

INDUSTRIAL RELATIONS

The Industrial Relations have continued to be stable and harmonious during the course of the year. Your company has made sustained efforts to improve manpower productivity and employer-employee relations.

During the year under consideration production at the Company's factory has been suspended w.e.f. 25.03.2010 due to non availability of orders as compared to production capacity and the lay-off was declared w.e.f. of 25.03.2010 in terms of provisions of UP Industrial Dispute Act, 1947 till further orders. The production has not resumed till date..

ACKNOWLEDGEMENT

We wish to place on record our sincere appreciation of the continued valuable, co-operation, guidance and support provided to the company by its bankers Punjab National Bank, Directorate of Vanaspati, Government of Uttar Pradesh and the local authorities.

The Directors also express their thanks to the large number of customers and associates for their patronage.

In the end, your directors wish to place on record their deep appreciation of the enthusiasm, initiative and hard work put in by the staff and workers of the company at all levels.

For and on behalf of the Board For Shri Gang Industries & Allied Products Limited

Sd/- Sd/- J.K.Jain Gopal Das Aggarwal (Whole Time Director) (Whole Time Director)

Place : New Delhi Date : 26.11.2010

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Jun 30, 2009

The directors have pleasure to presenting their Twentieth Annual Report along with the Audited Statements of Account for the year ended June 30, 2009.

Financial Results

Financial Results for the years operations and the comparative figures of the previous year are summarised below:

(Rs. In Lacs) Year ended Year ended June 30,2009 June 30, 2008

Sales 16877.69 18463.75

Profit before Financial Charges & Depreciation (1068.49) (662.49)

Financial Charges 76.01 79.77

Depreciation 94.35 93.08

Extra Ordinary Expenses :

Prior period Expenses 20.03 14.80

Net Profit/(Loss) before Tax 1258.70 847.26

Income Tax (Fringe Benefit Tax) 2.17 2.88

Net Profit (Loss) for the year (1261.06) (850.14)

APPROPRIATIONS

Dividend - -

Transfer to General Reserve - -

Provision for Leave Enchasment revered under transitional provision as per AS 15 - 4.30

Loss brought forward (4387.82) (3541.98)

Transfer from Investment allowance reserves

Balance in profit & Loss Account carried to Balance sheet (5648.68) (4387.82)



Dividend

In view of Companys Financial Position, the Directors are unable to recommend any dividend. The companys share are listed at Mumbai and the company has deposited the listing fee to the Stock Exchange for the year 2009- 2010 pursuant to clause 38 of the listing agreement.

Operations

During the year under review the company has incurred a loss of Rs 1261.06 Lacs. The major factor was sluggishness in the market resulting out of global meltdown last year. Due to general recession worldwide there was a steep decline in the prices of edible oils which also affected the business.

Deposits

During the year the company has not accepted any public deposits. However, the company has accepted the deposits from the specified persons in earlier years and the statement in lieu of advertisement has been filed with the Registrar of Companies for those years. However there is no default in repayment of any deposit.

Directors

Shri Sanam Gambhir Director retire by rotation and being eligible offer himself for re-appointment. During the year, Shri S.K. Jain resigned from the Directorsship of the company. The expertise and invaluable guidance of Shri S.K. Jain has helped the company to a greater extent in forging ahead. The Board places on record its deep appreciation and gratitude for the valuable advise, guidance, assistance and service rendered by him during his tenure on the board.

Shri J.K. Jain was appointed as Additional Director under section 260 of the Companies Act, 1956 and Whole Times Director of the Company on 31.10.2009. The company has received the notice from member under section 257 of the Companies Act, 1956 proposing the appointment of Shri J.K. Jain as regular director of the company.

Directors Responsibility Statement

Pursuant to the provisions contained in section 217(2AA) of the Companies Act, 1956, the Directors of your company confirm:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b. That they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonablearid 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 2008-09 and of the loss of the company for that period.

c. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of mis Act for safeguarding the assets of the company for preventing and detecting fraud and other irregularities.

d. That they have prepared the annual accounts on a going concern basis. Audit Committee

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement for Corporate Governance your company has constituted the Audit Committee of the Board of Directors with the following composition as on 30th June 2009 :

1. Shri Sanam Gambhir

2. Shri S.k. Jain

3. Shri Inder Mani Mittal

The audit committee was re-constituted on 31st July 2009 by inducting Shri Gopal Dass Agarwal in place Shri S.K. Jain who has resigned from the Directorship and membership of the audit Committee.

This committee has reviewed the Accounts for the year ended June 30, 2009.

Corporate Governance

SGIAPL continues to function in a transparent manner with the basic philosophy to create wealth, besides taking care of the interest of all stakeholders including shareholders, banks, Financial Institutions, customers, Employees and the society at large.

Your company gives due emphasis on the adaptability to such procedures so as to ensure transparency, accountability & integrity in all respect. A separate section on Corporate Governance and a certificate from the Practising Company Secretary regarding compliance of conditions of Corporate governance as stipulated under clause 49 of the Listing Agreement with the stock exchanges from part of the Annual Report.

Auditors

M/s Tas Associates, Chartered Accountants, Auditors of the company hold office until the conclusion of ensuring Annual General Meeting and your directors recommended their re-appointment. The company has received the requisite certificate from M/s Tas Associates, Chartered Accountants to the effect that their re-appointment of effected, would be within the limits prescribed u/s 224(1-B) of the Companies Act, 1956.

Insurance

All the insurable interest of the company including inventories, building and plant & machinery under legislative enactments are adequately insured.

Disclosure of Particulars

As required by the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the relevant information and data is given in Annexure I to this Report.

Industrial Relations

The Industrial Relations have continued to be stable and harmonious during the course of the year. Your company has made sustained efforts to improve manpower productivity and employer-employee relations.

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1957 as amended, the names and other particulars of the employees are set out in Annexure II hereto forming part of this report.

Acknowledgement

We wish to place on record our sincere appreciation of the continued valuable, co-operation, guidance and support provided to the company by its bankers Punjab National Bank, Directorate of Vanaspati, Government of Uttar Pradesh and the local authorities.

The Directors also express their thanks to the large number of customers and associates for their patronage.

In the end, your directors wish to place on record their deep appreciation of the enthusiasm, initiative and hard work put in by the staff and workers of the company at all levels which enables your company to make all round progress.

For and on behalf of the Board For Shri Gang Industries & Allied Products Limited Sd/- J.KJain Place : NOIDA Chairman Date : November 27, 2009