To,

The Members,

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:

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:

* 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:

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:

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 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: