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

FINANCIAL PERFORMANCE

The Financial results for the year are as under:-

Amount (' in lacs)

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

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

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

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

TRANSFER TO RESERVES

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

DEPOSITS FROM PUBLIC

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

RESOURCE UTILISATION
Property Plant & Equipment

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

Current Assets

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

DIVIDEND

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

SHARE CAPITAL

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

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

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

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

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

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

5. To promote women empowerment

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

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

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

RISK MANAGEMENT

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

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

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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

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

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

MECHANISM-POLICY.pdf

DIVIDEND DISTRIBUTION POLICY

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

REMUNERATION POLICY

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

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

INTERNAL FINANCIAL CONTROL

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE
WITH RELATED PARTIES

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

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

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

DIRECTORS

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

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

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

Declaration under Section 149(6):

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

Familiarisation programmes for Board Members:

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

Board Evaluation:

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

AUDITORS AND AUDITORS' REPORT
a. Statutory Auditors

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

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

b. Secretarial Auditor

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

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

BOARD MEETINGS

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

BOARD COMMITTEES

A. Audit Committee

The Audit Committee comprises of the following
Directors.

1. Air Vice Marshal Sarvjit Singh Hothi - Chairman

2. Mr. Jasminder Singh Johal - Independent Director

3. Mr. Ajit Singh - Independent Director

4. Mr. Ranbir Singh - Non Independent Director

5. Mr. Rajan Wadhera - Independent Director

B. Nomination and Remuneration Committee

The Nomination and remuneration Committee comprises
of the following Directors.

1. Mr. Ashwani Kumar Malhotra - Chairman

2. Mr. Jasminder Singh Johal - Independent Director

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

C. Stakeholders' Relationship Committee

The Stakeholder Relationship Committee comprises of
the following Directors.

1. Mr. Ajit Singh - Chairman

2. Mr. Jasvinder Singh - Non Independent Director

3. Mrs. Pooja Uppal - Independent Director

D. Corporate Social Responsibility Committee

The Corporate Social responsibility Committee
comprises of the following Directors

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

2. Mr. Ashwani Kumar Malhotra - Independent
Director

3. Mr. Ranbir Singh - Non Independent Director

E. Risk Management Committee

The Risk Mamagement Committee comprises of the
following Directors

1. Mr. Ranbir Singh - Chairman

2. Mr. Jasvinder Singh

3. Mr. Kulwin Seehra

4. Mr. Jasminder Singh Johal

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY SUSTAINABILITY REPORT

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS & OUTGO

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

ANNUAL RETURN

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

HUMAN RESOURCES/INDUSTRIAL RELATIONS

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

PERSONNEL & RELATED INFORMATION

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

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

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

DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

GENERAL DISCLOSURES

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

1. Details of joint venture or associate company.

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

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

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

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

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

For and on Behalf of the Board

Date: April 21, 2025 Ranbir Singh Kulwin Seehra

Place: Mehtiana Managing Director & CEO Executive Director