డైరెక్టర్ల నివేదిక Goel Construction Company Ltd.

The Board of Directors are pleased to present the 29^th Board Report of Goel Construction Company Limited (CIN:
L45201RJ1997PLC013937) formerly known as Goel Construction Company Private Limited ("the Company"), together with the
Audited Financial Statements for the Financial Year ended March 31,2026.

1. FINANCIAL SUMMARY:

2. STATE OF COMPANY''S AFFAIRS AND REVIEW OF
OPERATIONS:

Standalone revenue from operations stood at ? 65,729.65
Lakhs in Financial Year 2025-26 which is 11.41% higher
than the revenue from operations of ? 58,998.45 Lakhs
reported in Financial Year 2024-25.

The Company recorded Profit Before Tax of ?6,207.45 lakhs
and Profit After Tax of ?4,625.83 lakhs during Financial Year
2025-26 as against Profit Before Tax of ?5,144.84 lakhs and
Profit After Tax of ?3,832.25 lakhs, respectively, in Financial
Year 2024-25.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

Throughout the financial year under review, the Company
continued its primary business activity of civil construction.
There was no change in the nature of business of company.

The Board of Directors remains confident in the Company''s
strategic direction and operational capabilities. With a focus
on growth and efficiency, they are hopeful for an enhanced
performance and a rise in revenue in the forthcoming
financial year.

4. DIVIDEND:

In order to conserve the resources for long run working
capital requirement and expansion of business, the Board
of Directors has not recommended any Dividend for the
financial year ended March 31,2026.

5. GENERAL RESERVES:

During the period under review the Company has not
transferred any amount to the General Reserves for the
financial Year ended March 31, 2026.

6. LISTING FEES:

The Equity Shares of the Company is listed on BSE (SME
Platform) Limited and the Company has paid the applicable
listing fees to the Stock Exchange for the FY 2026-27.

7. ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies
Act, 2013 read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, a copy of Annual

Return is available on the website of the Company viz;
https://goelconstruction.co.in.

8. SHARE CAPITAL:

• Authorised Share Capital:

During the financial year under review, there was no
change in the Authorised Share Capital of the Company.
The Authorised Share Capital of your Company as on
March 31, 2026 is Rs. 20,00,00,000/- (Rupees Twenty
Crore only) comprising of 2,00,00,000 (Two Crore only)
equity shares of the face value of Rs 10 (Ten Rupees).

• Issued and Paid-Up Share Capital:

During the financial year under review, the Company
successfully completed its Initial Public Offer (IPO) and
the equity shares of the Company were listed on the
BSE SME Platform. Pursuant to the IPO, the Company
allotted 30,84,400 (Thirty Lakh Eighty-Four Thousand
Four Hundred) equity shares of face value ?10/- each.

Out of the above, 44,400 (Forty-Four Thousand Four
Hundred) equity shares were allotted to eligible
employees under the Employee Reservation Portion at
a price of ?253/- per equity share (including premium),
after offering a discount of ?10/- per equity share. The
remaining 30,40,000 (Thirty Lakh Forty Thousand) equity
shares were allotted to other categories of investors,
including Qualified Institutional Buyers (QIBs), Non¬
Institutional Investors (NIIs) and Individual Investors,
at the issue price of ?263/- per equity share (including
premium).

Consequent to the aforesaid allotment, the Issued,
Subscribed and Paid-Up Equity Share Capital of the
Company increased from ?11,36,52,000/- (Rupees
Eleven Crore Thirty-Six Lakh Fifty-Two Thousand Only)
comprising 1,13,65,200 equity shares of ?10/- each
to ?14,44,96,000/- (Rupees Fourteen Crore Forty-Four
Lakh Ninety-Six Thousand Only) comprising 1,44,49,600
equity shares of ?10/- each as on March 31,2026.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The leadership framework of any company is built upon its
Board of Directors and Key Managerial Personnel (KMP).
Together, they guide the organization toward achieving its
strategic goals while maintaining regulatory compliance
and ethical standards.

a. Composition of Board:

The Board of Directors of the company comprises
of 6 (Six) Directors, consisting of 1 (One) Managing
Director, 1 (One) Whole-Time Director, 1 (One) Executive
Director and 3 (Three) Non-Executive Independent
Directors including 1(One) Independent Women
Director. The constitution of the Board of the Company
is in accordance with the provisions of the Companies
Act, 2013.

The Board of Directors of your Company comprises of
the following Directors, as on March 31st, 2026: -

b. During the financial year under review, the following
changes took place in the composition of the Board of
Directors of the Company:

• Ms. Soni Goel (DIN: 10894599) was appointed as an
Additional Director of the Company by the Board of
Directors with effect from July 1,2025. Subsequently,
the Members of the Company approved her
appointment as a Director at the Annual General
Meeting held on August 30, 2025

• Mr. Sushil Kumar Wali (DIN: 00044890) was appointed
as an Additional Director in the category of Non¬
Executive Independent Director with effect from
March 18, 2026.

• Mr. Chaman Lal (DIN: 10811352) resigned from the
office of Non-Executive Independent Director of the
Company with effect from March 18, 2026 due to his
pre-occupation and other commitments elsewhere.
The Board places on record its sincere appreciation
for the valuable guidance and contribution rendered
by him during his association with the Company.

c. Director retiring by rotation:

Pursuant to section 149(13) of the Act and Articles
of Association of the Company, all Directors except
Independent Directors are liable to retire by rotation.

Pursuant to the provisions of Section 152(6) of the Act,
Mr. Purushottam Dass Goel (DIN: 01134075), Director of
the Company is liable to retire by rotation at the ensuing
Annual General Meeting (AGM) and being eligible,
offered himself for re-appointment.

Such retirement and re- appointment as Director do
not affect his current role as a Chairman-cum-Managing
Director of the Company and he shall continue to hold
their office as a Chairman-cum-Managing Director.

Based on the recommendation of Nomination &
Remuneration Committee, the Board has recommended
for the approval of the Members, re-appointment of
Mr. Purushottam Dass Goel (DIN: 01134075) at the
ensuing Annual General Meeting. A brief profile of Mr.
Purushottam Dass Goel and other requisite information
are provided as part of the Notice of AGM.

d. Key Managerial Personnel (KMP):

During the financial year under review, there has been
no change in the composition of the Key Managerial
Personnel (KMP) of the Company.

Pursuant to the provisions of Section 203 of the
Companies Act, 2013 the Key Managerial Personnel of
the Company as on the date of this report are:

e. Disclosures by Directors:

The Board of Directors have submitted their notice of
interest in Form MBP 1 under Section 184(1) as well as
Declaration by Directors in Form DIR 8 under Section
164(2) of the Companies Act, 2013 and other relevant
declarations as to compliance with the Companies
Act, 2013.

f. Independence & Other Matters Pertaining to
Independent Directors

The Independent Directors are Non-Executive Directors
as defined under Regulation 16(1 )(b) of the SEBI
Listing Regulations and Section 149(6) of the Act. The
Company has received requisite declarations from all
the Independent Directors of the Company confirming
that they meet the criteria of independence prescribed
under Section 149(6) of the Act read with Rule 5 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing
Regulations.

In terms of Section 150 of the Companies Act read with
Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, as amended, Independent
Directors of the Company have registered their names
in the data bank of Independent Directors maintained

with the Indian Institute of Corporate Affairs. Further,
in the opinion of the Board, the Independent Directors
also possess the attributes of integrity, expertise and
experience as required to be disclosed under Rule 8 (5)
(iiia) of the Companies (Accounts) Rules, 2014.

Following are the Non-Executive Independent Directors
as on March 31, 2026: -

1. Mr. Mahesh Chandra Agrawal (DIN: 00062259)

2. Ms. Sakshi Agarwal (DIN: 10811317)

3. Mr. Sushil Kumar Wali (DIN: 00044890)

As stipulated by the Code for Independent Directors
under Schedule IV of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, a separate meeting of
the Independent Directors of the Company was held on
26.08.2025; and 18.03.2026 to review the performance
of Non-Independent Directors (including the Chairman)
and the Board as whole. The Independent Directors also
reviewed the quality, content and timeliness of the flow
of information between the Management and the Board
and its Committees which is necessary to effectively
and reasonably perform and discharge their duties.
The Independent Directors found the performance of
Non-Independent Directors (including Chairman) and
the Board as well as flow of information between the
Management and the Board to be satisfactory.

g. Number of Meetings of the Board of Directors

The Board meets at regular intervals to discuss and
decide the business policy and strategies of the
Company. The date of meetings of the Board of Directors
and Committee are informed to the Directors in advance
to facilitate them to plan their schedule and to ensure
meaningful participation in the meetings.

The notice and agenda of the Board/ Committee
meetings is circulated in accordance with the provisions
of the Secretarial Standard on meetings of the Board
of Directors (SS-1) issued by the Institute of Company
Secretaries of India. The agenda for the Board and
Committee meetings includes detailed notes on the
items to be discussed at the meeting to enable the
Directors to take an informed decision.

During the period under review 18 (Eighteen) Meetings
of the Board of Directors were held as per following:

29.04.2025, 16.05.2025, 09.06.2025, 18.06.2025,

01.07.2025, 22.07.2025, 30.07.2025, 22.08.2025,

26.08.2025, 01.09.2025, 05.09.2025, 08.09.2025,

25.10.2025, 05.11.2025, 28.11.2025, 19.12.2025,

21.01.2026 and 18.03.2026.

The details of attendance of each Directors at the Board Meetings are given below;

¹ Appointed as an Additional Director effective from 01st July, 2025 and regularized as Director at the Annual General Meeting held on 30th August,
2025.

² Resigned from the office of Non-Executive Independent Director effective from 18th March, 2026

³ Appointed as an Additional Director (Non-Executive Independent Director) effective from 18th March, 2026

The intervening gap between two consecutive meetings
was within the maximum period mentioned under
Section 173 of the Companies Act, 2013.

10. ANNUAL EVALUATION OF THE BOARD

Pursuant to Section 134(p) and Section 178(2) of the
Companies Act, 2013 and applicable provisions of SEBI
(LODR) Regulations 2015, the Board, in consultation
with its Nomination & Remuneration Committee, has
formulated a framework containing, inter-alia, the
criteria for performance evaluation of the entire Board
of the Company, its Committees and Individual Directors,
including Independent Directors.

A separate meeting of Independent Directors was
held without the presence of any Non-Independent
Directors to discuss, inter-alia, the performances of
Non-Independent Directors, the Board as a whole and
the Chairman, taking into consideration the views of
Executive Directors and Non-Executive Directors. The
performance evaluation of all the Independent Directors
has been done by the entire Board, excluding the Director
being evaluated.

11. POLICY ON APPOINTMENT & REMUNERATION OF
DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The criteria for directors'' appointment have been set up
by the Nomination and Remuneration Committee, which
includes criteria for determining qualifications, positive
attributes, independence of a Director and other matters
provided under Sub section (3) of Section 178 of Companies
Act, 2013 ("the Act"). The policy on remuneration and other
matters provided in Section 178(3) of the Act is available on
the Company''s website at https://goelconstruction.co.in. It
is affirmed that the remuneration paid to the directors is as

per the terms set out in the Nomination & Remuneration
Policy of the Company.

12. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

Disclosures pertaining to remuneration and other details
as required under section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 as
amended from time to time are annexed at Annexure - A
and form a part of this Report.

Particulars of the employee as required under Section
197(12) of the Companies Act, 2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended, forms
part of this Report. However, in pursuance of Section
136(1) of the Companies Act, 2013, this report is being sent
to the shareholders of the Company excluding the said
remuneration. A statement showing the names and other
particulars of the employees drawing remuneration over the
limits set out in the said Rules forms part of this Report. The
said information is available for inspection at the registered
office of the Company during working hours up to the date
of the Annual General Meeting. Any member interested
in obtaining such information may write to the Company
Secretary and the same will be furnished on request.

13. LISTING OF EQUITY SHARES

During the year under review, Equity shares of your
Company got listed on the BSE SME Platform on September
09, 2025. The Company obtained in principal approval from
BSE (SME Platform) on June 20, 2025

14. INITIAL PUBLIC OFFER & CONSEQUENT LISTING
OF SHARES ON SME EXCHANGE OF BSE LIMITED

During the financial year under review, the Company
successfully completed its Initial Public Offer (IPO) comprising
a Fresh Issue of 30,84,400 (Thirty Lakh Eighty-Four Thousand
Four Hundred) Equity Shares and an Offer for Sale of 7,23,600
(Seven Lakh Twenty-Three Thousand Six Hundred) Equity
Shares, aggregating to 38,08,000 (Thirty-Eight Lakh Eight
Thousand) Equity Shares of face value ?10/- each.

The Equity Shares were offered at a price of ?263/- per Equity
Share (including a premium of ?253/- per Equity Share), except
for 44,400 Equity Shares allotted to eligible employees under
the Employee Reservation Portion, which were allotted at a
price of ?253/- per Equity Share after offering a discount of
?10/- per Equity Share.

The Equity Shares were allotted in the following manner:

• 10,62,000 Equity Shares to Anchor Investors;

• 7,22,800 Equity Shares to Qualified Institutional Buyers
(excluding Anchor Investors);

• 5,37,200 Equity Shares to Non-Institutional Investors
(HNI Category);

• 12,51,200 Equity Shares to Retail Individual Investors;

• 1,90,400 Equity Shares to the Market Maker; and

• 44,400 Equity Shares under the Employee Reservation
Portion.

Pursuant to the successful completion of the IPO, the Equity
Shares of the Company were listed and admitted to dealings
on the SME Platform of BSE Limited on 9th September, 2025
and the Company became a publicly listed company.

The Net IPO Proceeds amounts to Rs. 7,452.75 Lakhs. The object of the same are as follows:

UTILIZATION OF IPO FUND: The funds raised by the
company through Initial Public Offer is utilized for the
purpose for which the amount is raised as mentioned in
the prospectus and there was no deviation or variation in
the Utilization of IPO Fund in accordance to SEBI (LODR)
Regulation, 2015.

15. DEMATERIALIZATION

The Equity Shares of the Company are in Dematerialization
mode as on March 31,2026. The ISIN of the Equity Shares of
your Company is INE0ZOM01013.

16. DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES

During the financial year under review, the Company
did not have any Subsidiary, Joint Venture or Associate
Company within the meaning of the Companies Act,
2013. Accordingly, the provisions relating to disclosure
of particulars of Subsidiary, Joint Venture and Associate
Companies are not applicable to the Company.

17. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information pertaining to conservation of energy,
technology absorption, foreign exchange Earnings

and outgo as required under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished in Annexure "B".

18. COMMITTEES OF THE BOARD

The Board has constituted various committees to focus
on specific functional areas and to assist in the effective
discharge of its responsibilities. These committees operate
within the framework of authority delegated to them by the
Board and are empowered to make informed decisions and
recommendations on matters falling within their respective
domains.

The Board of directors have constituted the following
committees in respect of their roles and responsibilities: -

a. Audit Committee

The Audit Committee is constituted in accordance with
the provisions of Section 177 of the Companies Act,
2013, to function in accordance with terms of reference
specified by Board in writing in pursuance of sub-section
(4) of section 177 of the Act and Regulation 18(3) of the
SEBI (LODR) Regulation, 2015.

The Audit committee of the company has conducted 9
(Nine) meetings during the financial year under review.
The composition of the Audit Committee and the details
of meetings attended by its members are given below;

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no
disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations.

The Nomination and Remuneration committee of the company has conducted 4 (Four) meetings during the financial year
under review. During the financial year the Nomination and Remuneration Committee reconstituted in the Board Meeting
held on March 18, 2026. The composition of the Committee and the details of meetings attended by its members are given
below;

¹ Appointed as Chairperson of the Nomination and Remuneration Committee with effect from 18th March, 2026.

² Ceased to be Chairperson/Member of the Nomination and Remuneration Committee consequent to resignation as Director with effect from
18th March, 2026.

³ Appointed as Member of the Nomination and Remuneration Committee with effect from 18th March, 2026.

The function of the Nomination and Remuneration Committee ("NRC") is to oversee the Company''s nomination process for the
Board and senior management and specifically to assist the Board in identifying, screening and reviewing individuals qualified
to serve as Executive Directors, Non-Executive Directors and determine the role and capabilities required for Independent
Directors consistent with the criteria as stated by the Board in its Nomination and Remuneration Policy. The Nomination and
Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013, has been published on
the Company website at https://goelconstruction.co.in.

c. Stakeholders'' Relationship Committee

The Stakeholders Relationship Committee is duly constituted in accordance with the provisions of Section 178(5) of the
Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations. During the financial year the Stakeholders''Relationship
Committee reconstituted in the Board Meeting held on March 18, 2026. The Stakeholders Relationship Committee conducted
2 (Two) meeting during the financial year under review.

The composition of the Committee and the details of meetings attended by its members are given below;

¹ Appointed as Chairperson of the Stakeholders'' Relationship Committee with effect from 18th March, 2026

² Ceased to be Chairperson and continued as Member of the Stakeholders'' Relationship Committee with effect from 18th March, 2026.

³ Ceased to be Member of the Stakeholders'' Relationship Committee consequent to resignation as Director with effect from 18th March, 2026.

The Stakeholders'' Relationship Committee considers and resolves the grievances of the stakeholders including complaints
relating to non-receipt of annual report, transfer and transmission of securities, issue of new/duplicate certificates, general
meetings and such other Grievances as may be raised by the security holders and other stakeholders of the Company, from
time to time.

d. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is duly constituted in accordance with the provisions of Section 135 of the
Companies Act, 2013. The Corporate Social Responsibility Committee conducted 2 (Two) meetings during the financial year
under review.

The composition of the Committee and the details of meetings attended by its members are given below;

The CSR Committee is responsible for formulating and
recommending the CSR Policy, recommending CSR
expenditure, identifying CSR projects/programmes,
and monitoring the implementation of CSR activities
undertaken by the Company in compliance with the
provisions of the Companies Act, 2013.

19. CORPORATE SOCIAL RESPONSIBILITY

Composition:

As per Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy)
Rules, 2014, following directors of the Company forms the
composition of CSR Committee:

(a) Ms. Sakshi Agarwal (DIN: 10811317), Independent Director
(Chairperson);

(b) Mr. Arun Kumar Goel (DIN: 00272592), Whole Time
Director (Member); and

(c) Mr. Purushottam Dass Goel (DIN: 01134075), Chairman-
cum-Managing Director (Member).

Terms of Reference:

The purpose of the committee is to formulate and monitor the
CSR policy of the Company. The Committee will be overseeing
activities / functioning of the Company in identifying the areas
of CSR activities, programmers and execution of Company.

The management confirms that Company is looking forward
for the viable project for making CSR expenditure as specified
in Schedule VII of the Companies Act, 2013. Your Company will
make the said expenditure in the current financial year.

CSR Policy

Stakeholders are requested to refer to the CSR Policy placed on
the Company''s website at https://goelconstruction.co.in.

Annual Report

Annual Report on CSR has been annexed in Annexure "C"
to this report.

20. RISK MANAGEMENT

The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and
functions are systematically addressed through mitigating
actions on a continuing basis. The Board monitors and
reviews the implementation of various aspects of the Risk
Management including strategic and operational risks, as
well as the guidelines and processes for monitoring and
mitigating such risks under the aegis of the overall Business
Risk Management Framework. The Company follows well
established and detailed risk assessment and minimization
procedures, which are periodically reviewed by the Board.
The Board of Directors of the Company are of the view that
currently no significant risk factors are present which may
threaten the existence of the Company.

21. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values
and ethical governance practices. The Company is committed
to maintain the highest standards of Corporate Governance
and adhere to the Corporate Governance practices.

Disclosure in terms of Companies Act, 2013 and rules,
regulation, schedules etc. made thereunder:

i. All Elements of the Remuneration Package

(a) Remuneration to Managing Director and Executive
Directors

The remuneration paid to the Managing Director and Executive Directors is as per the terms and conditions of their appointment
and subject to the compliance of applicable provisions of the Companies Act, 2013, the Rules made thereunder read with
Schedule V of the Companies Act, 2013 and approval of the members.

The details of remuneration paid to the Managing Director, Whole Time Director and Executive Director during the financial year
ended 31 March, 2026, are as follows:

(R in Lakhs)

Terms of Contract of Executive Directors

(b) Remuneration to Non-Executive Directors

The details of remuneration paid to Independent Directors during the financial year ended 31 March, 2026 are as mentioned
below:

(R in Lakhs)

*Ceased as Independent Director consequent to resignation with effect from 18th March, 2026.

# Appointed as Additional Director (Independent) with effect from 18th March, 2026.

ii. Aside from the remuneration details mentioned above, no additional fixed components or performance-linked incentives are
provided to the Directors.

iii. Service contracts, Notice period, Severance fees

The appointment of Managing Director, Whole Time Director and Executive Director(s) is governed by the resolutions passed
by the members of the Company based on the recommendation of the Board of Directors, which covers the terms and
conditions of such appointment. A separate service contract is not entered into by the Company with the Managing Director
and Executive Directors. The notice period is 3 (Three) month or such period as mutually agreed on as per the Company''s policy
and no severance fee is payable to any Director.

iv. Details of Stock Options

The Company has not granted any stock options to any of its directors. Hence, the requirement of stock option details, if any
and whether issued at a discount as well as the period over which accrued and over which exercisable, does not apply to the
Company.

Further In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have
listed their specified securities on SME Exchange from compliance with corporate governance provisions.

During the Financial Year 2025-2026, the Company got
listed its specified securities on the SME Platform of
BSE therefore by virtue of Regulation 15 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
2015 the compliance with the corporate governance
provisions as specified in regulations 17 to 27 and
clauses (b) to (i) of sub-regulation (2) of regulation 46
and para C, D and E of Schedule V are not applicable to
the Company. Hence Corporate Governance does not
form part of this Annual Report.

22. AUDITORS

a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act, the
members at the 28th Annual General Meeting appointed
M/s. Ravi Sharma & Co, Chartered Accountants
(Registration No. 015143C) as Statutory Auditors of the
Company to hold office for a term of 5 (five) consecutive
years from the conclusion of 28th Annual General
Meeting till the conclusion of the 33rd Annual General
Meeting of the Company to be held in the year 2030.
Accordingly, the Statutory Auditors will hold office until
the conclusion of 33rd Annual General Meeting of the
Company.

Auditor''s Report

The Auditor''s Report on the financial statements
of the Company for the financial year ended March
31, 2026 forms part of the Annual Report. The said
report was issued by the Statutory Auditors with
an unmodified opinion and does not contain any
qualifications, reservations or adverse remarks.
During the year under review, the Auditors have not
reported any fraud under Section 143(12) of the Act
and therefore disclosure of details under Section
134(3) (ca) of the Act is not applicable. The Audit
Committee periodically reviews the independence
of Auditors through quarterly affirmations, review of
non-audit services, internal checks and balances to
mitigate conflict of interest, etc.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Rule 9 of the Companies
(Appointment & Remuneration of Managerial
Personnel) Rules, 2014, The Board of Directors of the
Company, has appointed M/s Gaurav G & Associates,
Practicing Company Secretary (PCS No. 22052), as
the "Secretarial Auditors" of the Company, to conduct
the Secretarial Audit of the Company. The Company has
received requisite consent and certificate of eligibility
from Mr. Gaurav Goyal, Practicing Company Secretary,
confirming that he is not disqualified from being
appointed as the Secretarial Auditor of the Company
and he satisfies the prescribed eligibility criteria.

Secretarial Audit Report

The Secretarial Audit report submitted by M/s Gaurav
G & Associates, the Secretarial Auditor in Form MR-3

for the financial year ended March 31, 2026 is annexed
as "Annexure-D" to this Board''s Report. The reply/
clarification to the observations made by Secretarial
Auditors is annexed as addendum therewith. Further,
During the year under review, the Secretarial Auditor has
not reported any fraud under Section 143(12) of the Act
and therefore disclosure of details under Section 134(3)
(ca) of the Act is not applicable.

c. Appointment of Internal Auditor

Pursuant to the provisions of Section 138 of the
Companies Act, 2013, read with Companies (Accounts)
Rules, 2014, M/s R.K. Akar and Co., Chartered
Accountants (FRN: 001754C), was appointed as an
Internal Auditor of the Company for the Financial Year
2025-26. The Board has approved the Re-appointment
of M/s R.K. Akar and Co., Chartered Accountants (FRN:
001754C) as the Internal Auditors of the Company for
the Financial Year 2026-27. They will conduct the Internal
Audit of the Company as required under Section 138 of
the Companies Act and their reports shall be reviewed
by the Audit committee and the Board of Directors.

d. Cost Auditors

As per Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, as amended,
the Company is required to prepare and maintain
cost records and have the cost records audited by a
Cost Accountant and accordingly, it has prepared and
maintained such cost accounts and records. The Board,
on the recommendation of the Audit Committee,
appointed M/s Deepak Mittal & Co. (FRN: 003076) as
the Cost Auditor of the Company for FY 2025-26 under
section 148 and all other applicable provisions of the Act.

Further M/s Deepak Mittal & Co. (FRN: 003076) Cost
Accountant, be and is hereby re-appointed by the
Board of Directors as the Cost Auditor of the Company
for FY 2026-27 on the basis of recommendation of
Audit Committee, pursuant to section 148 and all other
applicable provisions of the Act. Mr. Deepak Mittal has
confirmed that he is free from disqualification specified
under section 141(3) and proviso to Section 148(3) read
with section 141(4) of the Act and that his appointment
meets the requirements of section 141(3)(g) of the Act.
He has further confirmed his independent status and
an arm''s length relationship with the Company. The
remuneration payable to the Cost Auditor is required
to be placed before the Members in a General Meeting
for their ratification. Accordingly, a resolution seeking
Members'' ratification for the remuneration payable
to M/s Deepak Mittal & Co. is included in the Notice
convening the AGM.

e. Details in respect of frauds reported by auditors under
sub-Section (12) of Section 143 of the Companies Act,
2013

During the year under review, there are no frauds
reported by the Auditors of the Company under Section

143 (12) of the Companies Act 2013.

23. DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS
BINDING LISTED ENTITIES

There is no agreement impacting management or control of
the Company or imposing any restriction or create any liability
upon the Company.

24. NON-APPLICABILITY OF THE INDIAN
ACCOUNTING STANDARDS

As your Company being listed on SME Platform of BSE
Limited, is covered under the exempted category as
provided under the provision of Rule 4(1) of the companies
(Indian Accounting Standards) Rules, 2015 notified vide
Notification No. G.S.R 111(E) on February 16th, 2015,
and therefore, is not required to comply with IND-AS for
preparation of financial statements beginning with period
on or after April 1st, 2017.

25. INTERNAL FINANCIAL CONTROLS AND ITS
ADEQUACY

The Company has in place proper and adequate internal
control systems commensurate with the nature of its
business, size and complexity of its business operations.
Internal control systems comprising of policies and
procedures are designed to ensure reliability of financial
reporting, compliance with policies, procedures, applicable
laws and regulations and that all assets and resources are
acquired economically, used efficiently and adequately
protected.

The Audit Committee evaluates the efficiency and adequacy
of financial control system in the Company, its compliance
with operating systems, accounting procedures, and strives
to maintain the standards in Internal Financial Control.

26. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND TO THE DATE OF THE
REPORT

During the year, there have been significant material
changes and commitments that have had an impact on the
financial position of the Company. The following changes
and commitments are worth noting:

1. Filing of Draft Red Herring Prospectus:

The Company has filed Draft Red Herring Prospectus on
30th March, 2025 with SME Platform of Bombay Stock
Exchange Limited.

2. Filing of Prospectus:

The Company has filed a Prospectus on 5th September,
2025 with SME Platform of Bombay Stock Exchange
Limited.

3. Listing on Sme Platform of Bombay Stock Exchange
(BSE):

The Company''s securities have been listed on the SME
Platform of Bombay Stock Exchange (BSE), effective
from 9th September, 2025. This listing provides an
opportunity for increased visibility and liquidity for
the Company''s shares.

These material changes and commitments have
had a significant impact on the financial position of
the Company, enhancing its capital structure and
providing opportunities for growth and development.

The Directors are confident that these actions will
contribute to the long-term success and prosperity of
the Company.

Further after the closure of financial year and till the
date of signing of this report no such type of material
changes and commitments which is affecting the
financial position of the Company.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year under review, there is no Significant Order
passed by the Regulators or courts or Tribunals impacting
the going concern status and Company''s operations in
future.

28. DEPOSITS

During the year under review, Pursuant to Section 73
and 76 of the Companies Act 2013, read with Companies
(Acceptance of Deposits) Rules, 2014 the Company has
not accepted any deposits and hence there were no
outstanding deposits and no amount remains unclaimed
with the Company as on 31st March 2026.

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

Details of the loans, guarantees and investments, as
required under Section 186 of the Act, are provided as part
of the notes to the financial statements of the Company for
the financial year ended 31st March, 2026.

30. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

During the financial year ended 31st March, 2026, all
transactions with the Related Parties as defined under
the Act read with Rules framed thereunder, were in the
ordinary course of business and at arm''s length basis.

During the financial year, your Company did not enter
into any Related Party Transaction which requires prior
approval of the Members of your Company. All Related
Party Transactions entered into by your Company had

prior approval of the Audit Committee as required
under the Listing Regulations. Subsequently, the Audit
Committee and the Board have also reviewed the
Related Party Transactions. During the year under review,
there have been no materially significant Related Party
Transactions having potential conflict with the interest
of your Company. Since all Related Party Transactions
entered into by your Company were in the ordinary course
of business and also on an arm''s length basis, therefore,

details required to be provided in the prescribed Form
AOC - 2 are not applicable to your Company. Necessary
disclosures required under the Notes of the Financial
Statements for the financial year ended 31st March, 2026.

Further, in terms of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018, the transactions with
any person/entity belonging to the promoter/ promoter
group holding 10% or more shareholding in the Company
are as under:

31. DETAILS OF APPLICATION MADE OR
PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application or proceeding
has been pending under the Insolvency and Bankruptcy
Code, 2016.

32. DETAILS OF DIFFERENCE BETWEEN VALUATION
AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANK
AND FINANCIAL INSTITUTIONS

During the period under review, there was no instance of
one-time settlement of loans/ financial assistance taken
from Banks or Financial Institutions, hence the Company
was not required to carry out valuation of its assets for the
said purpose.

33. OBLIGATION OF COMPANY UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

In accordance with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act"), the Company has
adopted a comprehensive internal policy to prevent and
redress incidents of sexual harassment at the workplace.

This policy is applicable to all employees, irrespective of
gender, designation, or employment status, and includes
provisions for:

• Constitution of an Internal Complaints Committee
(ICC) at each office/unit with ten or more employees, as
mandated under Section 4 of the Act.

• A clearly defined grievance redressal mechanism,
enabling aggrieved women to file complaints directly
with the ICC.

• Provision for escalation to the Board of Directors or
designated senior management, where appropriate.

Regular awareness and sensitization programs to foster a
safe and inclusive work environment.

The Management and Board of Directors together confirm
a total number of complaints received and resolved during
the year is as follows:

The policy on Prevention of Sexual Harassment as approved
by the Board is available on the Company''s website viz:
https://goelconstruction.co.in.

34. COST RECORDS

During the year under review, the Company has maintained
cost records as specified by the Central Government under
sub-Section (1) of Section 148 of the Companies Act, 2013.

35. MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 of the Securities Exchange
Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015 ("Listing Regulations") the
Management Discussion and Analysis of the Company for
the year under review is presented in a separate section
forming the part of this Annual Report.

36. STATEMENT OF COMPLIANCE OF APPLICABLE
SECRETARIAL STANDARDS

The Company has ensured compliance with the Secretarial
Standard I & II with respect to Board Meetings and General
Meetings, specified by the Institute of Company Secretaries of
India constituted under Section 3 of the Company Secretaries
Act, 1980, and as approved by the Central Government under
Section 118(10) of the Companies Act, 2013.

37. TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND

During the financial year, the Company had no funds lying
unpaid or unclaimed which were required to be transferred
to the Investor Education and Protection Fund (IEPF)
pursuant to the provisions of the Companies Act, 2013 and
the rules made thereunder.

38. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-Section (5) of Section 134 of the
Companies Act, 2013 and to the best of their knowledge
and belief and according to the information and
explanations obtained/ received from the operating
management, your Directors make the following
statement and confirm that:

a) in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures;

b) t he directors have selected such accounting policies
and applied them consistently and 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 profit of
the Company for that period;

c) the directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a
going concern basis; and

e) proper internal financial controls were followed by
the Company and such Internal financial controls are
adequate and were operating effectively;

f) t he directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

39. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-
based complaints redress system. The salient features of this
system are centralized database of all complaints; online
upload of Action Take Reports/(ATRs) by the concerned
companies and online viewing by investors of actions taken
on the complaint and its current status. Your Company has
been registered on SCORES, SMARTODR and makes every
effort to resolve all investor complaints received through
SCORES or otherwise within the statutory time limit from the
receipt of the complaint.

Details of the Complaint Received/Solved/Pending During the year

40. VIGIL MECHANISM

The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business
operations and in order to maintain these standards the
Company encourages the employees to raise their genuine
concerns without fear of criticism. Therefore, Company has
Vigil Mechanism and has established necessary framework
to protect genuine whistle blowers, employees, third parties
from any unfair treatment. The Policy 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. The same is hosted on the
website of the Company viz. https://goelconstruction.co.in.

During the year under review, the status of the concerns or
complaints reported stands as follows: -

41. PROHIBITION OF INSIDER TRADING:

The Company has adopted Code of Conduct to regulate,
Monitor and Report Trading by Designated Persons &
Code of Practices and Procedures for fair disclosure of
UPSI, in line with the provisions of the SEBI (Prohibition of

Insider Trading) Regulations, 2015 as amended from time
to time. The Company Secretary is the Compliance Officer
for monitoring adherence to the said regulations. The
same is hosted on the website of the Company viz. https://
goelconstruction.co.in.

42. DISCLOSURES WITH RESPECT TO DEMATSUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT

In accordance with the requirement of regulation 34(3) &
Part F of Schedule V of SEBI (LODR), details of equity shares
in the suspense account are as under:

43. STATEMENT OF COMPLIANCE UNDER

The Company is in full compliance with the provisions of the
Maternity Benefit Act, 1961 and rules made thereunder. The
company ensures that all eligible women employees are
granted maternity benefits including paid leave, protection
against dismissal during maternity, and a safe working
environment as prescribed under the Act.

We further confirm that no woman employee is engaged in
tasks that may be harmful during pregnancy, and the company
is committed to upholding the rights and welfare of its women
employees in accordance with the applicable laws.

44. ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its sincere
appreciation for the continued support, guidance, and

MATERNITY BENEFIT ACT, 1961

cooperation received from the Central and State Government
authorities, regulatory bodies, and other statutory agencies.
The Board also acknowledges with gratitude the support
and trust extended by the Company''s stakeholders—
shareholders, customers, dealers, suppliers, vendors, bankers,
business associates, consultants, advisors and partners, whose
confidence has been integral to the Company''s performance
and growth during the financial year under review. The
Directors further express their deep appreciation for the
dedication, commitment, and hard work of all employees
across the organization. Their efforts have been crucial in
navigating challenges and driving the Company''s progress.
The Board remains confident of the continued goodwill,
support, and partnership of all stakeholders in the years to
come.

For and on behalf of Goel Construction Company Limited
(Formerly Known as Goel Construction Company Private Limited)

Sd/- Sd/-

Purushottam Dass Goel Arun Kumar Goel

Chairman-Cum-Managing Director Whole-time director

Date: 07.08.2026 DIN: 01134075 DIN: 00272592

Place: Mumbai Place: Chennai

Your Director''s take pleasure in presenting the 27^th Annual Report on the business and operations of the company for the financial year ended on March 31, 2024.

1. Financial Highlights:

The financial performance of your company for the year ending March 31, 2024 is summarized below:

2. State of company affairs:

The Company is mainly engaged in the Commercial Civil construction work. During the year, the financial performance of the Company has improved as reflected in its profits and Loss accounts i.e. the Profit for the year was Rs. 2,221.16 lakhs in the financial year 2023-24, The Net profit of the Company is increased by Rs. 772.15 Lakhs in comparison to Net profit in Previous Financial year of Rs. 1449.01 Lakhs. The Board is taking the necessary steps to improve the performance of the Company and to have better working results in the coming years.

3. Annual Return:

A Copy of the Annual Return in form MGT 7 is placed on the website of the company weblink of the same is http://www. http://goelconstruction.co.in//

4. Meetings During the vear:4.1 Number of meetings of board:

During the Financial Year 2023-24, the Company held 11 Board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 and two corporate social responsibility committee meeting which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

5. Directors Responsibility Statement:

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) they had selected such accounting policies and applied them consistently and 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 and loss of the company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis.

(e) Company being unlisted, sub clause (e) of section 134(3) is not applicable.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. Declaration by Independent Directors:

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to the Company.

7. Company’s policy on Director’s Appointment and Remuneration:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

8. Auditors:8.1 Statutory Auditors & their Report:

At the ensuing Annual General Meeting to be held on 30^th September, 2024, M/s A BAFNA & CO., Chartered Accountants (Firm Registration Number 003660C) proposed to be appointed as statutory auditors of the company to hold office till the conclusion of the Annual General Meeting to be held for the financial year 2028-2029.

Company has received certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s Report are self-explanatory.

8.2 Cost Auditor:

In terms of the Section 148 (3) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. The Board M/s Deepak Mittal & Co., Cost Accountants (Registration No. 003076), as cost auditors of the Company for the financial year 2024-25.

The Board appointed M/s Deepak Mittal & Co., Cost Accountants, as cost auditors of the Company for the financial year 2024-25, subject to the ratification of the fees paid by the shareholders at the ensuing annual general meeting. The cost audit report would be filed with the Central Government within prescribed timelines.

8.3 Secretarial Audit;

The Secretarial Audit is not applicable on the company as it is not covered under the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

8.4 Internal Auditor:

In terms of the Section 138 of the Companies Act, 2013, M/s. R.K. Akar and Co., Chartered Accountants (Firm Reg. No. 001754C) were appointed by the Board of Directors of the Company during the year 2023-24 as Internal Auditors of the Company to conduct the Internal Audit of the Company to introduce adequate internal control procedure and shall report to the Board of the company directly.

9. Particulars of Loans. Guarantees and Investments :

The Board of directors of the company has power to make investment or to grant loans or giving of guarantee(s) or provide any security(ies) up to the limit as per section 186(2) i.e. higher of sixty percent of paid-up share capital, free reserves and securities premium account or hundred percent of free reserves and securities premium account, whichever is higher.

However, the Company has obtained necessary approval under Section 186 of the Companies Act, 2013 wherever required.

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the respective notes to the Financial Statements of the Company.

10. Related Party Transactions;

. All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and Approval of the Board of Directors was obtained wherever required, hence, Form No. AOC-2 is not Applicable to the company. Further the Related Party Transactions has been disclosed in Note No. 30 of Financial Statements of the Company.

11. Change in Nature of Business;

There is no change in the nature of business of the company.

12. Share Canital;

The paid up Equity Share Capital as on March 31,2024 was Rs. 1, 03, 32,000/-. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

13. Transfer to reserve:

The company has not transferred any amount to General Reserves during the year.

14. Dividend:

To conserve the resources for future working capital requirements, the Board of directors of the company has not recommended any dividend during the financial year. (Previous Year: Nil)

15. Human Resources:

The well-disciplined workforce which has served the company for more than 25 years lies at the very foundation of the company’s major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

16. Material Changes and Commitments, if any. Criteria specify;

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.

17. Ener»\ conservation, technoloi^ absorption & Foreign Exchange Earninas and Outuo:

• Disclosure on conservation of energy, technology absorption is not required to be disclosed in terms of section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as It is not applicable on the company.

• Foreign Exchange earnings and outgo

The company has neither incurred any expenditure in foreign currency nor earned any income in foreign currency.

18. Business Risk Management:

The Board of Directors of the Company identify, evaluate business risks and opportunities. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. Presently no material risk has been identified by the directors except of general business risks, for which the Company is leveraging on their expertise and experience.

20. Deposits;

The company has not accepted any deposits during the year.

21. Disclosure relating to the provision of Section 73 of Companies Act 2013 read with rule (2) flhcHviii) of The Companies (Acceptance of Deposit) Rules 2014 ;

During the year, the company has accepted any new borrowing from its Directors in the nature of unsecured loan. However, the company had paid Interest on the Unsecured Loan taken from the Directors in the earlier years.

22. Corporate Social Responsibilities fCSRi:

For the year under review the amount to be spent on account of CSR does not exceed fifty lakh rupees therefore in accordance with the latest notification dt. 28^th September, 2020 which was effective from 22 January 2021 the requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee has been dispensed off and the functions of such Committee shall be discharged by the Board of Directors of such company.

In light of the same, the board of directors in their meeting held on Monday, 5^th July 2021 decided to dispense off the CSR Committee

Further, the brief CSR policy.

The CSR Policy may be accessed on the Company’s website at the link: http://www. L’oelconstruction.co.in//

FOCUS AREAS: In accordance with the requirements under the Companies Act, 2013, Goel Construction Company Private Limited CSR activities will focus on:

EDUCATION: Adopting Institutions, promoting education, and employment-enhancing vocational skills especially among children, and livelihood enhancement projects; monetary contributions to academic institutions for establishment infrastructure with the objective of assisting students in their studies.

ENVIRONMENTAL SUSTAINABILITY: Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro-forestry, conservation of natural resources and maintaining the quality of soil, air and water.

RURAL DEVELOPMENT: Strengthening rural areas by improving accessibility, housing, drinking water, sanitation, power and livelihoods, thereby creating sustainable villages.

HUNGER, POVERTY, MALNUTRITION AND HEALTH: Eradicating extreme hunger, poverty and malnutrition, promoting preventive healthcare and sanitation and making available safe drinking water.

During the year, the Company has spent Rs. 28, 44,000/- on CSR activities, instead of the amount to be spent Rs. 2,564,423.91 /- in the current financial year and Rs. 2, 79,576.1/- is taken as Excess amount spent for the financial year to be set off in coming financial years.

Further, the annual report on CSR activities and its projects for the financial year ended, 31^st March, 2023 is annexed herewith for your kind perusal and information. “Annexure -A”

23. Board Evaluation :

The provision of section 134(3) (p) relating to board evaluation is not applicable on the company.

24. Transfer of Amounts to Investor Education Fund and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

25. Internal control systems and their adequacy:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets.

All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

26. Composition of Audit Committee:

The provisions of section 177 of the Companies Act, 2013 are not applicable on the company.

27. Information Pursuant To Rule-5 Of The Companies (Appointment And Remuneration) of

Managerial Person. Rule. 2014 Of The Companies Act. 2013: —

None of the employee is in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e. The company has not employed any employee for any post that has paid remuneration in excess of Rs 1 02 00 000/-per annum or in excess of Rs. 8,50,000/- per month. ’ ’ ’

28. Vigil Mechanism / Whistle Blower Policy:

The provisions of section 177(10) of the Companies Act, 2013 are not applicable on the company.

29. Information about Subsidiarv/JV/ Associate Company;

Company does not have any Subsidiary, Joint venture or Associate Company.

30. Consolidated Financial Statements:

The Company does not have any subsidiaries/associates, so there is no need to prepare consolidated financial statements.

31* Significant and Material Orders Passed By The Regulators Or Courts:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

32. Disclosure under the Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act 2013:

The Company has constituted internal complain committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to provide a safe and conducive work environment to its employees.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Fraud Reporting;

No frauds found which have been reported by the auditors.

34. Details of proceedings under Insolvency and Bankruptcy Code, 2016:

^applj.^{catlon 1S made} ,or no proceedings are pending under Insolvency and Bankruptcy Code, 2016 in favor and/or against the Company during the year and after the end of the financial year till the signing of this Board Report.

35. Details of difference between amount of valuation done at the time of one time settlement and valuation done while taking the loan:

The said provisions are not applicable to the company.

36. Credit Rating of Securities

The Company has not obtained any credit rating of its securities.

37. Cautionary Statement:

The statements contained in the Board’s Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

38. Acknowledgement:

Your directors wish to place on record their deep appreciation for the co-operation extended by the bankers and the services rendered by the employees at all levels and their dedication.