20TH Annual Report of the Company for the Financial Year 2025-26

September 04, 2026 Listing Compliance Department BSE Limited Scrip Code: 540614 Phirozee Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001 Sub: 20TH Annual Report of the Company for the Financial Year 2025-26 Dear Sir/Ma’am, Pursuant to Regulation 34 (1) (a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find the enclosed herewith copy of 20th Annual Report of the Company for the Financial Year 2025-26. The above information is also available on the company’s website at https://ggelimited.com/ Request you to take the above information in your records and oblige. Thanking You, Yours Faithfully for G G Engineering Limited Ram Manorath Gupta Director (DIN: 10679592) G G ENGINEERING LIMITED L28900MH2006PLC159174 2026 ANNUAL REPORT INDEX S. No. DESCRIPTION PAGE NO. 1. Corporate Information 1 2. Notice of Annual General Meeting 2 3. Directors’ Report 14 4. Form AOC-2 24 5. Particulars of Employees and other related disclosures 25 6. Secretarial Compliance Report 26 7. Certificate of Non-Disqualification of Directors 32 8. Report on Corporate Governance 33 9. Management Discussion and Analysis Report 45 10. Secretarial Audit Report (MR-3) 50 11. MD and CFO Certificate 55 12. Independent Auditors Report 56 13. Balance Sheet 68 14. Statement of Profit & Loss 69 15. Cash Flow Statement 70 16. Notes on Financials 72 GG Engineering Limited Board of Directors Corporate Information Mr. Atul Sharma Managing Director Mr. Deepak Kumar Gupta Non-Executive Director Mr. Ram Manorath Gupta Executive Director Mr. Om Prakash Aggarwal Non-Executive & Independent Director Mrs. Poonam Dhingra Non-Executive & Independent Director Mr. Ashish Kumar Non-Executive & Independent Director Registered Office Corporate Office Office No. 203, 2nd Floor, Shivam Chambers Office No. 306, 3rd Floor, Shivam House, Karam Coop Soc. Ltd. S.V Road, Goregaon West, Pura Commercial Complex, Opp. Milan Cinema, Mumbai, Maharashtra-400104 New Delhi-110015 Registrar And Transfer Agents KFin Technologies Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana-500032 Board Committees Audit Committee Mrs. Poonam Dhingra Chairperson Mr. Deepak Kumar Gupta Member Mr. Om Prakash Aggarwal Member Nomination & Remuneration Committee Mr. Om Prakash Aggarwal Chairperson Mr. Ashish Kumar Member Mrs. Poonam Dhingra Member Stakeholder Relationship Committee Mr. Deepak Kumar Gupta Chairperson Mr. Om Prakash Aggarwal Member Mrs. Poonam Dhingra Member GG Engineering Limited_Annual Report_Financial Year 2025-26 1 GG Engineering Limited NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Twentieth (20th) Annual General Meeting of GG Engineering Limited will be held on Wednesday, September 30, 2026 at 11:30 A.M. through Video Conferencing (“VC”)/ other Audio- Visual means (“OAVM”) to transact the following businesses: ORDINARY BUSINESSES 1. ADOPTION OF AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026 To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT Audited Financial Statements of the Company for the financial year ended March 31, 2026, along with the reports of Board of Directors and Auditors thereon, as circulated to the Members be and are hereby received, considered and adopted.” 2. TO APPOINT A DIRECTOR IN PLACE OF MR. RAM MANORATH GUPTA (DIN: 10679592), EXECUTIVE DIRECTOR, WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR REAPPOINTMENT To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 (6) and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended from time to time, Mr. Ram Manorath Gupta (DIN: 10679592), Executive Director, who retires by rotation and being eligible for re-appointment, be and is hereby re-appointed as an Executive Director of the Company. RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof), be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.” SPECIAL BUSINESSES 3. MEMBERS APPROVAL FOR RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013 To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT in supersession of all the earlier resolutions passed in this regard if any, and pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations’) and the Company’s policy on Related Party Transactions, approval of the Members be and is hereby accorded to the Board of Directors of the Company (Board) to enter into contract(s) / arrangement(s) / transaction(s) with related party(s) within the meaning of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI Listing Regulations, to avail and provide any service and for purchase and sale of goods and material, as the Board may deem fit, up to a maximum aggregate value of Rs. 100 Crore (Rupees Hundred Crore Only) at arm's length basis and in the ordinary course of business, for the Financial Year 2026-27. RESOLVED FURTHER THAT documents, file applications and make representations in respect thereof the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things, as may be necessary, including finalizing the terms and conditions, methods and modes in respect thereof and finalizing and executing necessary documents, including contracts, schemes, agreements and such other and seek approval from relevant authorities, including Governmental authorities in this regard and deal with any matters, take necessary steps as the Board may in its absolute discretion deem necessary, desirable or expedient to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the GG Engineering Limited_Annual Report_Financial Year 2025-26 2 GG Engineering Limited Members shall be deemed to have given their approval thereto expressly by the authority of this resolution. RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this resolution are hereby approved, ratified and confirmed in all respects. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Director(s) or Chief Financial Officer or Company Secretary or to any other Officer(s)/Authorized Representative(s) of the Company to do all such acts and take such steps as may be considered necessary or expedient to give effect to the aforesaid resolution(s).” By orders of Board for G G Engineering Limited Ram Manorath Gupta Place: Delhi Director Date: September 3, 2026 DIN: 10679592 GG Engineering Limited_Annual Report_Financial Year 2025-26 3 GG Engineering Limited NOTES 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”), setting out material facts concerning the business under Item Nos. 3 of the accompanying Notice, is annexed hereto and forms part of this Notice. The Board of Directors of the Company at its meeting held on September 3, 2026, considered that the special business under Item Nos. 3 is being considered unavoidable, be transacted at the 20th AGM of the Company. 2. The Ministry of Corporate Affairs (MCA), vide its General Circular No. 20/2020 dated 5th May, 2020 read with the subsequent circulars issued from time to time, the latest one being General Circular No. 03/2025 dated 22nd Se [Showing first 8,000 characters — download PDF for full document]