DIRECTOR'S REPORT

Dear Members,

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

FINANCIAL PERFORMANCE

The Financial results for the year are as under:-

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS:

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

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

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

TRANSFER TO RESERVES

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

DEPOSITS FROM PUBLIC

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

RESOURCE UTILISATION:

Property Plant & Equipment

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

Current Assets

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

DIVIDEND:

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

SHARE CAPITAL

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

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

CONSOLIDATED FINANCIAL STATEMENTS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

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

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

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

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

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

5. To promote women empowerment

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

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

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

RISK MANAGEMENT

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

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

VIGIL MECHANISM AND WHISTLE BLOWER POLICY.

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

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

DIVIDEND DISTRIBUTION POLICY

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

REMUNERATION POLICY

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

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

INTERNAL FINANCIAL CONTROL:

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE
WITH RELATED PARTIES:

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

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

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

DIRECTORS

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

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

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

Declaration under Section 149(6):

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

Familiarisation programmes for Board Members:

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

Board Evaluation:

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

AUDITORS AND AUDITORS' REPORT:

a. Statutory Auditors:

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

b. Secretarial Auditor:

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

BOARD MEETINGS:

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

BOARD COMMITTEESA. Audit Committee

The Audit Committee comprises of the following
Directors.

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

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

3. Mr. Jasminder Singh Johal - Independent Director

4. Mr. Ajit Singh - Independent Director

5. Mr. Ranbir Singh - Non Independent Director

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

13.08.2022)

B. Nomination and Remuneration Committee

The Nomination and remuneration Committee
comprises of the following Directors.

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

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

10.09.2022)

3. Mr. Jasminder Singh Johal - Independent Director

4. Mr. Gurdeep Singh - Non Independent Director

C. Stakeholders' Relationship Committee

The Stakeholder Relationship Committee comprises of
the following Directors.

1. Mr. Ajit Singh - Chairman

2. Mr. Jasvinder Singh - Non Independent Director

3. Mrs. Pooja Uppal - Independent Director

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

D. Corporate Social Responsibility Committee

The Corporate Social responsibility Committee
comprises of the following Directors

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

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

3. Mr. Ashwani Kumar Malhotra - Independent Director

4. Mr. Ranbir Singh - Non Independent Director

E. Risk Management Committee

The Corporate Social responsibility Committee comprises
of the following Directors

1. Mr. Ranbir Singh - Chairman

2. Mr. Gurdeep Singh

3. Mr. Kulwin Seehra

4. Mr. Jasminder Singh Johal

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

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

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

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

ANNUAL RETURN

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

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

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

PERSONNEL & RELATED INFORMATION:

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

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

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

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

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

GENERAL DISCLOSURES:

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

1. Details of joint venture or associate company.

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

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

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

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

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

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