The Directors of your Company have pleasure in presenting their 33rd Annual Report on the affairs of the Company together
with the Audited Accounts of the Company for the year ended March 31,2026.

FINANCIAL PERFORMANCE

The Financial results for the year are as under:-

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS:

Revenue from operations decreased by ' 6,132.24 Lacs to
' 147,841.83 Lacs for the Fiscal 2026 from ' 153,974.07

Lacs for the Fiscal 2025, showing a decrease of around 4%.
Export sales decreased by ' 16,167.48 Lacs to ' 67,868.51
Lacs for the Fiscal 2026 from ' 84,035.99 Lacs for the
Fiscal 2025 due to the tariff imposed by the United States of
America (USA) on the components exported to USA as the
demand from USA market decreased due to slowdown over
there. However, domestic sales increased by ' 9,370.86 Lacs
to ' 76,576.02 Lacs in the Fiscal 2026 from ' 67,205.16 Lacs
in the Fiscal 2025 thereby showing an increase of 13.94%
as the demand from the tractor segment was robust in the
domestic markets.

The Company earned Profit before Tax of ' 15,769.68 Lacs
during the year under review against ' 14,426.82 Lacs for
the Fiscal 2025 showing an increase of 9.31 %. Profit after
tax also increased by ' 987.73 Lacs to ' 11,699.94 Lacs for
the Fiscal 2026 from ' 10,712.21 Lacs for the Fiscal 2025
thereby showing an increase of 9.22 %.

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 31,2026.

RESOURCE UTILISATION
Property Plant & Equipment

The property, plant & Equipment (including capital work in
progress) as at March 31, 2026 were ' 49,356.68 Lacs as
against previous year’s value of ' 40,563.52 Lacs.

Current Assets

The net current assets as on March 31, 2026 were
' 57,781.80 Lacs as against ' 54,509.99 Lacs in the previous
year.

DIVIDEND

The Board of Directors in its meeting held on May 8,
2026 had recommended a dividend @30% i.e of ' 3/- per
Equity Share of ' 10/- each (Previous year ' 3.00/- 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 31,2026 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

The Company has two Subsidiaries namely G N A Mobility
Limited incorporated with Registrar of Companies Punjab &
Chandigarh at Chandigarh and GNA Axles Inc. incorporated
in Michhigan USA. 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 G N A
Mobility Limited in the form and manner prescribed under
the Companies Act, 2013 and shall be laid before the
forthcoming 33rd 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) Rules
2014 i.e. Annual Report on CSR activities for Financial Year
2025-26 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://anaaroup.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-dividendZDividend-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 2025-2026.

DIRECTORS

In accordance with provisions of the Articles of Association
of the Company, 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
Board of Directors recommends their reappointment as
Directors at the forthcoming Annual General Meeting.

During the FY 2025-2026 Mr. Jaminder Singh Johal - Non
Executive Independent Director of the Company retired from
the Board of Directors of the Company on June 9, 2025
pursuant to completion of his second term as Non Executive
Independent Director of the Company.

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 programs 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

In accordance with the provisions of the Act and the
Listing Regulations, the Company has conducted the
Annual Performance Evaluation process, evaluating the
performance of the Board, the Committees of Board and
the individual directors including Chairman. The Board of
Directors has evaluated the performance of Independent
Directors during the year 2025-26 and expressed their
satisfaction with the evaluation process. Independent
Directors, in their separate meeting held on February 6, 2026
reviewed the performance of the Non-Independent Directors
and the Board as a whole and also reviewed the performance
of the Chairman after taking into account the views of all
the Directors. The committee expressed overall satisfaction
on the performance of the Independent Directors, Non¬
Independent Directors, Chairman and the Board as a whole.

AUDITORS AND AUDITORS' REPORTa. 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

The Shareholders of the Company in their 32^nd Annual
General Meeting held on June 30, 2025 had appointed
Ms. Harsimran Kaur of M/s H.K & Associates, Practicing
Company Secretaries, Jalandhar as Secretarial Auditors
for a period of 5 years to hold office from the conclusion
of 32nd Annual General Meeting till the conclusion of
37th Annual General Meeting of the Company. 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 2025-26, the Board met 4 times
on April 21, 2025, July 25, 2025, November 1, 2025 and
February 6, 2026.

BOARD COMMITTEES

A. Audit Committee

The Audit Committee comprises of the following
Directors.

1. Air Vice Marshal Sarvjit Singh Hothi (retd.) -
Chairman

2. Mr. Ajit Singh - Independent Director

3. Mr. Ranbir Singh - Non Independent Director

4. 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. Air Vice Marshal Sarvjit Singh Hothi (retd.) -
Independent Director

3. Mr. Ajit Singh Walia - Independent Director
(w.e.f July 25, 2025)

4. Mr. Jasminder Singh Johal (upto June 9, 2025)

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

2. Mr. Ashwani Kumar Malhotra - Independent
Director

3. Mr. Ranbir Singh - Non Independent Director

E. Risk Management Committee

The Risk Management Committee comprises of the
following Directors

1. Mr. Ranbir Singh - Chairman

2. Mr. Jasvinder Singh

3. Mr. Kulwin Seehra

4. Mr. Ajit Singh Walia (w.e.f July 25, 2025)

5. Mr. Jasminder Singh Johal (upto June 9, 2025)

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, 2026, 1702 personnel were employed by the
Company on its rolls.

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
2025-26.

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: May 8, 2026 Gursaran SinghPlace: Mehtiana Executive Chairman