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డైరెక్టర్ల నివేదిక Goyal Aluminiums Ltd.

Mar 31, 2025

The Board of Directors hereby submits the report of the business and operations of your Company ("the Companyâ or "Goyal Aluminiumsâ), along with the audited financial statements, for the financial year ended March 31, 2025.

The consolidated performance of the Company and its associate has been referred to wherever required.

FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED)

The standalone and consolidated financial highlights of your Company are as under:				(In Thousand)
Particulars	Standalone		Consolidated
	For the financial year ended		For the financial year ended
	31 March,	31 March,	31 March,	31 March,
	2025	2024	2025	2024
Revenue from Operations	7,65,130.75	6,84,647.10	7,65,130.75	6,84,647.10
Other Income	2,816.59	2,595.07	2,816.59	2,595.07
Total Income from operations	7,67,947.34	6,87,242.17	7,67,947.34	6,87,242.17
Total Expenses	7,46,878.65	6,55,835.40	7,46,878.66	6,55,835.40
Profit Before Tax (PBT)	21,068.69	31,406.77	21,068.69	31,406.77
Extraordinary Items	---	---	---	---
Less: Taxes (current & deferred)
Current Tax	5,876.65	8,365.60	5,876.65	8,365.60
Deferred Tax	(110.95)	(1.70.71)	(110.95)	(1.70.71)
Earlier year Tax Adjustments	415.08	---	415.08	---
Profit After Tax (PAT)	14,887.90	23,211.88	14,887.90	23,211.88
Share of profit in associate	---	---	7,976.27	2,378.79
Profit/Loss for the year	14,887.90	23,211.88	22,864.17	25,590.67
Other Comprehensive Income	34.17	(1.27)	34.17	(1.27)
Total Comprehensive Income	14,922.08	23,210.61	22,898.35	25,589.40
Earnings Per Equity Share (^)
Basic	0.10	0.16	0.16	0.18
Diluted	0.10	0.16	0.16	0.18

REVIEW OF OPERATIONS & PERFORMANCE:STANDALONE

The Company''s total Income during the year under review was Rs. 7,67,947.34 thousand as compared to Rs. 6,87,242.17 thousand in previous year. The Profit after Tax for the year is Rs. 14,887.90 thousand as compared to Rs. 23,211.88 thousand in previous year.

CONSOLIDATED

The Company''s total Income during the year under review was Rs. 7,67,947.34 thousand as compared to Rs. 6,87,242.17 thousand in previous year. The Profit after Tax for the year is Rs. 22,864.17 thousand as compared to Rs. 25,590.67 thousand in previous year.

Directors of your company have been vigorously working on to acquire more order to increase the company''s profits. Your directors are continuously looking for a new avenue for future growth of the Company and expect growth in future period. A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which form part of this report.

CHANGE IN THE NATURE OF BUSINESS

During the financial year, there has been no change in the business of the company or in the nature of business carried by the Company during the financial year under review.

CHANGE IN SHARE CAPITAL STRUCTURE

During the year under review, there has been no change in the authorized share capital and issued and paid-up share capital of your Company.

The Authorized capital of the Company is Rs. 14,30,00,000/- (Rupees Fourteen Crore and Thirty Lakhs only) consisting of 14,30,00,000 equity shares of Rs. 1/- (Rupees One) each.

The issued and paid-up share capital of the company is Rs. 14,27,32,780 (Rupees Fourteen Crore Twenty-Seven Lakhs Thirty-Two Thousand Seven Hundred and Eighty) consisting of 14,27,32,780 Equity Shares of Rs.1/-each.

There was neither any issue of Equity shares with differential rights as to dividend, voting or otherwise nor grant of any stock options or sweat equity under any scheme during the year under review.

DIVIDEND

Keeping in view to further improving the capacity utilization and consolidate its existing facilities, the Board has considered prudent to conserve and retain the profit for further improvement. The Board regrets its inability to recommend any dividend.

TRANSFER TO RESERVES

During the Financial year 2024-25, the Company has proposed no amount transfer to reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in the last year.

DEPOSIT

During the financial year under review, the company did not accept any deposit covered under chapter V of the Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT.

There are no material changes and commitments affecting the financial position of the Company except Promoter Reclassification. It is informed to all the members and shareholders of the Company that Company received request letter from that Pradeep Goyal, Deepti Goyal, Manoj Kumar Aggarwal and Priyanka Aggarwal for promoter reclassification and same has been approved by the Shareholder and BSE Limited and National Stock Exchange of India Limited (NSE)

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose are given in the Notes to the Financial Statement of the company forming part of this Annual Report

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year ended March 31, 2025, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on ''arm''s length'' basis and were in compliance with the applicable provisions of the Companies Act, 2013, read with Regulation 23 of SEBI (LODR), 2015.

In accordance with the requirements of the Companies Act, 2013 and Listing Regulations, 2015, your Company has a Policy on Related-Party Transactions placed on the website of the Company at https://www.goyalaluminiums.com/policies.php The particulars of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are disclosed in Form AOC-2, annexed as Annexure-I to the Board''s Report. Further, the details of related party transactions are also disclosed in the notes to the financial statements as per the applicable Indian Accounting Standards.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been embedded in the business processes and continuous monitoring of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and the Managing Director of the Board.

CORPORATE SOCIAL RESPONSIBILITY

Since your Company does not have a net worth of Rs. 500 Crore or more or turnover of Rs 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, therefore provision of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company.

SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiaries. The Company has 1 Associate Company i.e Wroley E India Private Limited running a business of manufacturing and trading of E-vehicle

Further, pursuant to sub-section 129(3) read with Rule 5 of the of Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of associate company is furnished in Form AOC-1 as Annexure-II.

DECLARATION FROM INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of Section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.

In opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and SEBI Listing Regulations and are independent of the management.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnels formulated by the Company.

FAMILIARISATION PROGRAMME

The details of the familiarization program undertaken have been provided in the Corporate Governance Report and also available on the website of the Company i.e. https://www.goyalaluminiums.com.

RISK MANAGEMENT

During the year, The Board had developed and implemented an appropriate risk management policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors (the "Boardâ) of your Company are responsible for and are committed to sound principles of Corporate Governance in your Company. The Board''s focus is on the formulation of business strategies, policies and robust control systems. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholder.

Matters reserved for the Board are those affecting your Company''s overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as material acquisitions and disposals and connected transactions.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive including one Woman Director, Non-Executive and Independent Directors.

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made the necessary disclosures as required under various provisions of the Companies Act.

There were no changes in the composition of the Board of Directors and KMPs during the review period, Further, as on date following Directors on the Board of the Company:

S. No	Name of the Director		DIN	Designation
1.	Mr. Sandeep Goyal		07762515	Chairman, Managing Director & Chief Financial Officer
2.	Mrs. Kanchan Goyal		09597233	Executive Director
3.	Mr. Chahat Gupta		07762521	Non- Executive Director
4.	Mr. Bishamber Nath Mehra		08700633	"Independent Director
5.	Mr. Achal Kapoor		09150394	Independent Director
6.	Mr. Amit Agarwal		07854072	Independent Director
KEY MANAGERIAL PERSONAL In accordance with Section 203, read with Section 2(51) of the Companies Act, 2013, the following executives continue to serve as Key Managerial Personnel of the Company and there were no changes during the review period.
S. No	Name of the Director	DIN/PAN " " " ^m			Designation ''
1.	Mr. Sandeep Goyal	07762515			Chairman, Managing Director & Chief Financial Officer
2.	Mr. Manyak Nigam	AFFPN4569P			Company Secretary and Compliance Officer

RE-APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONAL

During the year, the Board of Director''s, on the recommendations of the Nomination and Remuneration Committee (''NRC''), in its meeting held on February 13, 2025 approved and recommended to the Board of Director and shareholders for approval of re-appointment of Mr. Bishamber Nath Mehra as Independent Director of the Company for the second term, not liable to retire by rotation, to hold office for a period of five (5) consecutive years w.e.f. February 13, 2025. The Company received the approval of the members of the Company on March 26, 2025 by way of Postal Ballot.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act, not less than 2/3rd (two-third) of the total number of directors of the Company (other than Independent Directors and Nominee Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation and one-third of such of the directors for the time being are liable to retire by rotation at every subsequent annual general meeting. Accordingly, pursuant to the Act read with Articles of Association of your Company Mr. Sandeep Goyal (DIN: 07762515) been longest in office is liable to retire by rotation and, being eligible, offers himself for reappointment.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has laid down a process for evaluation of the Board and Committees of Board as also evaluation of the performance of each of the Directors. The evaluation is conducted and monitored by the Chairperson, Nomination & Remuneration Committee (NRC) in consultation with the members of the committee. Each of the Directors are given a self-assessment Questionnaire, covering degree of fulfillment of their responsibilities, Board structure and composition, Responsibilities of Committee, effectiveness of the Board process, information and functioning, Board culture and dynamics, quality of relationship between the Board and Management etc.

The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company, apart from other statutory matters as required to be deliberated and approved by the Board.

During the year under review, The Board met Five (06) times during the Financial Year 2024-2025. The Meetings held during the financial year 2024-25 i.e. 29 May 2024, 12 Aug 2024, 30 Aug 2024, 11 Nov 2024, 06 Feb 2025, 13 Feb 2025.

A valid quorum was present at all meetings held during the financial year 2024-25. The interval between any two consecutive meetings did not exceed one hundred and twenty days, in compliance with the Companies Act, 2013. Detailed information regarding the composition of the Board and its Committees, the number of meetings held during the year, and the attendance of Directors is provided in the "Board of Directorsâ section of the Corporate Governance Report included in this Annual Report.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV of the Act, Secretarial Standards-1 (''SS-1'') read with the Guidance Note on SS-1 and SEBI Listing Regulations, one meeting of Independent Directors of the Company was duly held on March 17, 2025 without the attendance of Non-Independent Directors and members of Management wherein the Independent Directors evaluated the performance of Non - Executive Directors, Executive Directors and Board as a whole. In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.

BOARD COMMITTEES AND THEIR MEETINGS

The Board has delegated part of its functions and duties to an Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

Further, the Board had duly constituted following Committees, which are in line with the provisions of applicable laws.

a) Audit Committee;

b) Nomination and Remuneration Committee; and

c) Stakeholders'' Relationship Committee

Detailed information regarding composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Boardâ of "Corporate Governance Reportâ of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, financial and operational performance and state of affairs of your Company''s business and other material developments during the financial year under review

VIGIL MECHANISM / WHISTLE BLOWER POLICY.

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated the Vigil Mechanism/Whistle Blower Policy for the Directors and Employees of the Company which provides a robust framework for dealing with genuine concerns, grievances and reporting serious and genuine unethical behavior, actual or suspected fraud and violation of the Company''s code of conduct or ethics policy.

It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.

The main objective of this policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company which have a negative bearing on the organization either financially or otherwise.

No complaint of this nature has been received by the Audit Committee during the year under review.

The policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the Company''s website and can be accessed at the web link: https://www.goyalaluminiums.com/pdf/Policies/pd10.pdf

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and reviews performed by Management in concurrence with the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2024-25.

In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:

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

b) the 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 of the profit and loss 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 the Companies Act, 2013 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;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

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

PARTICULARS OF EMPLOYEES

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. Particulars of employees remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report as Annexure III. Considering first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, was sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing annual general meeting. Any member interested in obtaining such information may write to the Company Secretary in this regard.

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

Conservation of energy: Not applicable

Technology absorption: Not applicable

Foreign exchange earnings and outgo: There was no foreign exchange inflow or Outflow during the year

AUDITORS & AUDITORS REPORT STATUTORY AUDITORS

The Report given by M/s. V. N. Purohit & Co. (Firm Registration Number: 304040E), Statutory Auditors on the financial statement of the Company for the year 2024-25 is part of Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M M/s. Nitin Bhardwaj & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed as Annexure IV.

There has been Notie received from the NSE & BSE imposing the fine on the Company and there have been the following remarks given by the Secretarial Auditors in their report and the management explanation as below

Compliance

Requirements

Deviations

Observations / remarks by the Secretarial Auditors

Management

Response

Regulation 30 and 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Delay submission of statement of impact on auditor qualification n for the financial year ended on March 31.2024

Delay submission of statement of impact on auditor qualification for the financial year ended on March 31.2024

Taken on record and take care in future.

Section 148 of the Companies Act, 2013

Company has failed to appoint Cost Auditor with in 180 days from the end of the financial year

Taken on record and take care in future.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Board of Director of your Company had appointed M/s Raj Kaushik & Associates (FRN:100574) to conduct the Cost Audit of our Company for the financial year 2024-25.

Further in terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

INTERNAL AUDITOR

During the financial year under review, M/s Garg & Kakkar and Co., Chartered Accountants, were appointed as Internal Auditors of the Company, to conduct the Internal Audit for the financial year 2024 - 25.

Findings and reports of Internal Auditors are reviewed by the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks. The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, no instance of fraud has been reported by any of the Auditors of the Company under Section 143(12) of the Companies Act 2013 to the Audit Committee/ Board of Directors or the Central Government. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act.

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

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Your Company has zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace.

During the year under review, detail regarding complaint against sexual harassment is as follow:

1.	Number of complaints received	NIL
2.	Number of complaints disposed off	NIL
3.	Number of cases pending for more than 90 days	NIL

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

CORPORATE GOVERNANCE

Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance. To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date.

The Company adheres to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance Practices and has implemented all the stipulations prescribed. As per Schedule-V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 a separate section of Corporate Governance together with certificate of Practicing Company Secretary confirming compliance with the requirements of corporate governance form part of the Annual Report.

LISTING ON STOCK EXHANGES

The equity shares of your Company are presently listed on BSE Limited ("BSEâ) and the National Stock Exchange of India Limited ("NSEâ) and the annual listing fee for the year 2025-26 was paid within the scheduled time to BSE & NSE

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

The Board of Directors affirms that during the Financial Year 2024-25, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e. SS-1 and SS-2 relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.

CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Company''s business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one''s conduct in dealing with the Company, fellow Directors and with the environment in which the Company operates.

CEO AND CFO CERTIFICATION

Pursuant to the Listing Regulations, the CEO and CFO certification is attached with the Annual Report. The Managing Director and the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of the SEBI LODR Regulations.

ANNUAL RETURN

Pursuant to the provision of Section 134(3) and Section 92(3) of the Companies Act read with read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 as on March 31, 2025 is available on the website of the Company and can be accessed at i.e https://goyalaluminiums.com/annual return.php

GREEN INITIATIVE

Your Company has implemented the Green Initiative to enable electronic delivery of notice and annual reports along with ancillary documents to the shareholders. Electronic copies of Annual Report of the financial year 2024 - 25 and the Notice of 9th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depository participant(s) as on the record date.

For members, who have not registered their e-mail addresses, please update your e-mail ids with your respective Depository Participants in order to contribute to above Green Initiative programme.

Pursuant to Section 108 of the Act read with relevant rules thereunder, your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 9^th Annual General Meeting. The instructions for e-voting are provided in the Notice of the Annual General Meeting.

GENERAL

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

a) Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43 (a) (ii) of the Companies Act, 2013;

b) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

d) No fraud has been reported by the Auditors to the Audit Committee or the Board;

e) Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act,2013;

f) No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013

g) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year:

During the Financial Year under review, the Company neither filed any application nor had any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), therefore, it is not applicable to the Company.

h) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereto: During the Financial Year under review, it is not applicable to the Company.

CAUTIONARY STATEMENT

The Board''s Report and Management Discussion & Analysis may contain certain statements describing the Company''s objectives, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forward looking statements. Some important factors that could influence the Company''s operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relation.

ACKNOWLEDGEMENT

Your Company''s organizational culture is embedded and engrossed with professionalism, integrity and continuous improvement across all its functions.

The Board of Directors place on record, their sincere thanks to the shareholders and investors of the Company for the trust reposed in the Company over the past several years. Their involvements are greatly valued. The Directors look forward to your continuing support. Your directors would also like to express their appreciation for the assistance, guidance and co-operation provided by various government authorities, the banks/financial institutions, business associates, stock exchanges and other stakeholders such as members, customers, suppliers, and ancillary undertakings for their co-operation and assistance.

The Company''s executives, staff and workers are instrumental in the Company scaling new heights year after year, and their commitment and contribution is deeply acknowledged. Shareholders'' involvements are greatly valued. The Directors look forward to your continuing support. The Board would like to reiterate its commitment to continue to build the organisation into a truly world-class enterprise in all aspects.

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company (âthe Companyâ or âGoyal Aluminiumsâ), along with the audited financial statements, for the financial year ended March 31, 2024.

The consolidated performance of the Company and its associate has been referred to wherever required.

FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED)

The standalone and consolidated financial highlights of your Company are as under:

(In thousands)
Particulars	Standalone For the financial year ended		Consolidated For the financial year ended
Particulars	31 March, 2024	31 March, 2023	31 March, 2024	31 March, 2023
Revenue from Operations	6,84,647.10	6,59,901.15	6,84,647.10	6,59,901.15
Other Income	2,595.07	1,150.94	2,595.07	1,150.94
Total Income from operations	6,87,242.17	6,61,052.09	6,87,242.17	6,61,052.09
Total Expenses	6,55,835.40	6,32,176.82	6,55,835.40	6,32,176.84
Profit Before Tax (PBT)	31,406.77	28,875.27	31,406.77	28,875.25
Extraordinary Items	---	---	---	---
Less: Taxes (current & deferred)
Current Tax	8,365.60	7,429.38	8,365.60	7,429.38
Deferred Tax	. (170.71)	(64.36)	(170.71)	(64.36)
Profit After Tax (PAT)	23,211.88	21,510.25	23,211.88	21,510.23
Share of profit in associate	---	---	2,378.79	191.78
Profit/Loss for the year	23,211.88	21,510.25	25,590.67	21,702.01
Earnings Per Equity Share (*)
Basic	0.16	0.15	0.16	0.15
Diluted	0.16	0.15	0.16	0.15

CHANGE IN THE NATURE OF BUSINESS

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

OPERATIONS & FINANCIAL HIGHLIGHTS

The Company has reported consolidated revenue from operations is 6,84,647.10 thousand and total standalone revenue from operations is 6,84,647.10 thousand against total consolidated revenue from operations is 6,59,901.15 thousand and total standalone revenue from operations is 6,59,901.15 thousand for the previous year. The consolidated Net profit for the year under review amounted to 25,590.67 thousand and total standalone Net profit of 23,211.88 thousand in the current year as compared to consolidated Net profit 21,702.01 thousand and total standalone Profit incurred in last year amounting to 21,510.25 thousand.

Directors of your company have been vigorously working on to acquire more order to increase the company''s profits.

Your directors are continuously looking for a new avenue for future growth of the Company and expect growth in future period. A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which form part of this report.

CHANGE IN SHARE CAPITAL STRUCTURE

During the year under review, there has been no change in the authorized share capital and issued and paid-up share capital of your Company.

The Authorized capital of the Company is ^ 14,30,00,000/- (Rupees Fourteen Crore and Thirty Lakhs only) consisting of 143000000 equity shares of ^1/- (Rupees One) each.

The issued and paid-up share capital of the company is ^ 14,27,32,780 (Rupees Fourteen Crore Twenty-Seven Lakhs Thirty-Two Thousand Seven Hundred and Eighty) consisting of 142732780 Equity Shares of ^1/-each.

There was neither any issue of Equity shares with differential rights as to dividend, voting or otherwise nor grant of any stock options or sweat equity under any scheme during the year under review. As on March 31, 2024, none of the Directors of the Company was holding any instrument convertible into Equity Shares of the Company.

DIVIDEND

The Board of Directors have not recommended any Dividend for the financial year 2023 - 2024, due to high strategic capital expenditure incurred by the Company in the financial year 2023-2024.

TRANSFER TO RESERVES

Details with regard to amount transferred to reserves are provided in the Notes to financial statements forming part of this Annual Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in the last year.

DEPOSIT

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of financial year 2023-24. There were no unclaimed or unpaid deposits lying with your Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT.

There are no material changes and commitments affecting the financial position of the Company.

PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Act forms part of the notes to the financial statements provided in this Annual Report. All the loans, guarantees & securities are given, and investments are made for the Business purpose.

CORPORATE SOCIAL RESPONSIBILITY

Since your Company does not have a net worth of Rs. 500 Crore or more or turnover of Rs 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

LISTING ON STOCK EXHANGES

The equity shares of your Company are presently listed on BSE Limited (âBSEâ) and the National Stock Exchange of India Limited (âNSEâ)

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

Conservation of energy: Not applicable Technology absorption: Not applicable

Foreign exchange earnings and outgo: There was no foreign exchange inflow or Outflow during the year. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiaries. The Company has 1 Associate Company i.e Wroley E India Private Limited running a business of manufacturing and trading of E-vehicle

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors (the âBoardâ) of your Company are responsible for and are committed to sound principles of Corporate Governance in your Company. The Board''s focus is on the formulation of business strategies, policies and robust control systems. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholder.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive including one Woman Director, Non-Executive and Independent Directors.

There were no changes in the composition of the Board of Directors and KMPs during the review period, Further, as on date following Directors on the Board of the Company:

S. No	Name of the Director	DIN	Designation
1	Mr. Sandeep Goyal	07762515	Chairman, Managing Director & Chief Financial Officer
2	Mr. Chahat Gupta	07762521	Director
3	Mrs. Kanchan Goyal	09597233	Director
4	Mr. Bishamber Nath Mehra	08700633	Independent Director
5	Mr. Achal Kapoor	09150394	Independent Director
6	Mr. Amit Agarwal	07854072	Independent Director

DECLARATION FROM INDEPENDENT DIRECTORS

In opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and SEBI Listing Regulations and are independent of the management.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act, not less than 2/3rd (two-third) of the total number of directors of the Company (other than Independent Directors and Nominee Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation and one-third of such of the directors for the time being are liable to retire by rotation at every subsequent annual general meeting. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Chahat Gupta, (DIN: 07762521), been longest in office is liable to retire by rotation and, being eligible, offers himself for reappointment.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV of the Act, Secretarial Standards-1 (''SS-1'') read with the Guidance Note on SS-1 and SEBI Listing Regulations, one meeting of Independent Directors of the Company was duly held on March 29, 2024 without the attendance of Non-Independent Directors and members of Management wherein the Independent Directors evaluated the performance of Non - Executive Directors, Executive Directors and Board as a whole. In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provision of the Companies Act, 2013 and SEBI (Listing Obligations Disclosure Requirement) Regulations 2015, the Board has carried out an annual performance evaluation of its performance, the directors individually as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

BOARD MEETINGS

The notice and detailed agenda along with the relevant notes and other material information are sent in advance separately to each Director and in exceptional cases tabled at the Meeting with the approval of the Board. The information as specified in Schedule II to the Listing Regulations is regularly made available to the Board, whenever applicable, for discussion and consideration. Video-conferencing facility as per procedure mandated under the Act is also provided to facilitate the Directors participating in the meetings conveniently.

During the year under review, The Board met Five (07) times during the Financial Year 2023-2024. The Meetings held during the financial year 2023-24 i.e. on 12 April2023,24 April, 2023,12 August2023, 04 September, 2023,15September 2023,10 November, 2023 & 5 February, 2024.

The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act. A detailed update on the Board & its Committees, composition thereof, number of meetings held during financial year 2022-23 and attendance of the Directors at such

meeting is provided in the Section âBoard of Directorsâ of "Corporate Governance Reportâ of this Annual Report. BOARD COMMITTEES AND MEETINGS

The Board has delegated part of its functions and duties to an Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

Further, the Board had duly constituted following Committees, which are in line with the provisions of applicable laws.

a) Audit Committee;

b) Nomination and Remuneration Committee; and

c) Stakeholders'' Relationship Committee

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Boardâ of "Corporate Governance Reportâ of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During financial year 2023-24, all contracts/ arrangements/ transactions entered into by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an arm''s length basis.

All related party transactions are placed before the Audit Committee for its approval. All Related Party Transactions were disclosed to the Board on half yearly basis. For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report

VIGIL MECHANISM / WHISTLE BLOWER POLICY.

No complaint of this nature has been received by the Audit Committee during the year under review.

PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT. 2013

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant details are furnished below:

Name of the Director / Employee	Sandeep Goyal
Designation	Managing Director & CFO
Remuneration received	INR 15,00,000
Nature of employment, whether contractual or otherwise	Permanent employee
Date of commencement of employment	22.03.2017
The age of such employee	49
The last employment held by such employee before joining the Company	_-
The percentage of equity shares held by the employee in the Company	54.84%
Whether any such employee is a relative of any director	-

Notes:

1. There were confirmed employees on the rolls of the Company as on 31st March 2024-08 employees

2. Median remuneration of employees of the Company during the financial year 2023-2024 was NIL

3. The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE.

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

RISK MANAGEMENT

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3) (c) and Section 134(5) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

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

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

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

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

AUDITORS & AUDITORS REPORT

STATUTORY AUDITORS

M/s. V. N. Purohit & Co. (Firm Registration Number: 304040E) were appointed by the Member of the Company at the 7^th Annual General Meeting statutory auditors of the Company till the 12^th Annual General Meeting of the Company. The Auditors confirmed that they are not disqualified as from continuing as Auditors of the Company.

The Independent Auditors Report given by the Auditors on the financial statement (Standalone and Consolidated) of your Company forms part of this Annual Report. Auditor issued a Qualified report for the financial year 2023-24 and management given its explanation in following manner:

Auditor Remark

Management Reply

The Company has not implemented accounting software having Audit Trail (edit log) facility while maintaining its books of accounts

It should be noted that mere non-availability of audit trail does not necessarily imply failure or material weakness in the operating effectiveness of internal financial controls over financial reporting.

However, the company & its management may be liable towards any penalty imposed by regulatory authority for NonCompliance of Statutory Obligations

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company had appointed M/s. Anuj Gupta & Associates (Peer Review Number: 1126/2021) to conduct the Secretarial Audit of your Company for the financial year 2023 - 24.

The Company has annexed to this Board Report as âAnnexure-Hâ, the Secretarial Audit Report given by the Secretarial Auditor. The Secretarial Auditor issued Qualified report for the financial year 2023-24 and management given its explanation in following manner:

Auditor Remark	Management Reply
During the period under review it was noticed that, the Listed Entity had failed record necessary entry in the SDD Software as per applicable regulations, for the quarter of ended of December 31st 2023 due to technical error in the software. However, listed entity duly complied with said SEBI (Prohibition of Insider Trading) Regulations, 2015 for the others quarter March ending 2024.	Company hereby undertakes to be compliant with all the ..regulations as applicable in future and further, the Company undertakes to not repeat any non-compliance from now onwards.
During the period under review it was noticed that, the Listed Entity had delayed in disclosing/filing the Related Party Transaction with the National Stock Exchange of India Limited and BSE Limited under Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 for the half year ended on September 2023. Due to which the said Stock Exchanges freeze the shares of the promoter and promoter group. Further, due to the said delay in the filing, the said Stock Exchanges levied monetary fines on the Listed Entity. However, the monetary fines levied by the Stock Exchanges were duly paid by the Listed Entity.	Company hereby undertakes to be compliant with all the regulations as applicable in future and further, the Company undertakes to not repeat any non-compliance from now onwards.

During the period under review it was noticed that, there was an inter-se-transfer of share as a gift between the promoter i.e. Mr. Sandeep Goyal to Mr. Pardeep Goyal pursuant to the Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 However, no prior intimation was not given to concerned Stock Exchanges as per Regulation 10(5) of said Regulation.

Company hereby undertakes to be compliant with all the regulations as applicable in future and further, the Company undertakes to not repeat any non-compliance from now onwards.

INTERNAL AUDITOR

During the financial year under review, M/s KMRG & Associates, Chartered Accountants, were appointed as Internal Auditors of the Company, to conduct the Internal Audit for the financial year 2023 - 24.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has established an internal control system, commensurate with the size, nature, scale and complexity of its operations. Your Company has a robust and well embedded system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all financial transactions are authorised, recorded and reported correctly.

An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company.

Comprehensive policies, guidelines and procedures are laid down for all business processes. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

Significant features of the Company''s internal control system are:

-I- A well-established, independent, Internal Audit team operates in line with best-in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.

-I- The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

-I- Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors and reviewers.

-I- Adherence with a comprehensive information security policy and continuous upgrades of the Company''s IT systems for strengthening automated controls.

-I- During the financial year, the internal controls were tested and found effective, as a part of the Management''s control testing initiative.

The Internal Auditors of your Company have direct access to the Audit Committee of the Board. Furthermore, the Internal Auditors are also responsible for following up the corrective actions to ensure that satisfactory controls are maintained.

Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors is of the opinion that the Company''s Internal Financial Controls were adequate and operating effectively for the financial year ended 31 March 2024.

REPORTING OF FRAUDS BY AUDITORS

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year under review, your Company has not received any complaints from the employees of the Company

CORPORATE GOVERNANCE

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CODE OF CONDUCT AND ETHICS

ANNUAL RETURN

Pursuant to the provision of Section 134(3) and Section 92(3) of the Companies Act read with read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 as on March 31, 2024 is available on the website of the Company and can be accessed at i.e https://goyalaluminiums.com/annual return.php

GREEN INITIATIVE

Your Company has implemented the Green Initiative to enable electronic delivery of notice and annual reports along with ancillary documents to the shareholders. Electronic copies of Annual Report of the financial year 2023 - 24 and the Notice of 8th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depository participant(s) as on the record date.

For members, who have not registered their e-mail addresses, please update your e-mail ids with your respective Depository Participants in order to contribute to above Green Initiative programme.

Pursuant to Section 108 of the Act read with relevant rules thereunder, your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 8^th Annual General Meeting. The instructions for e-voting are provided in the Notice of the Annual General Meeting.

ADDITIONAL DISCLOSURES UNDER COMPANIES (ACCOUNTS) RULES, 2014

-I- The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year:

-I- The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereto:

During the Financial Year under review, it is not applicable to the Company.

CAUTIONARY STATEMENT

ACKNOWLEDGEMENT

Your Company''s organizational culture is embedded and engrossed with professionalism, integrity and continuous improvement across all its functions.

business associates, stock exchanges and other stakeholders such as members, customers, suppliers, and ancillary undertakings for their co-operation and assistance.

Mar 31, 2023

Y our Directors take immense pleasure in presenting the 7^th ANNUAL REPORT of the Company along with Audited (Standalone and Consolidated) Financial Statements for the financial year 2022-2023.

The consolidated performance of the Company and its associate has been referred to wherever required.

FINANCIAL SUMMRY/ PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED)

The standalone and consolidated financial highlights of your Company are as under:

Particulars	Standalone For the financial year ended		Consolidated For the financial year ended
Particulars	31 March,2023	31 March,2022	31 March,2023	31 March, 2022
Revenue from Operations	659901.15	824260.70	659901.15	824260.70
Other Income	1150.94	114.63	1150.94	114.63
Total Income from operations	661052.09	824375.33	661052.09	824375.33
Total Expenses	632057.80	809747.59	632057.80	809747.59
Profit Before Tax (PBT)	28994.29	14627.74	28994.29	_ 14627.74
Extraordinary Items	---	---	---	â
Less: Taxes (current & deferred)
Current Tax	7429.38	3995.68	7429.38	3995.68
Deferred Tax	67.29	(85.29)	67.29	(85.29)
Profit After Tax (PAT)	21497.62	10717.35	21497.62	10717.35
Profit/Loss for the year	21497.62	10717.35	21,689.40	10,251.43
Earnings Per Equity Share (?)
Basic	0.15	0.08	0.15	0.08
Diluted	0.15	0.08	0.15	0.08

FINANCIAL HIGHLIGHTS

During the Y ear 2022- 23, your Company has clocked a total revenue from operations ? 659901.15 thousands as compared to Rs. ? 824260.70 thousands in financial year 2021- 2022.

The Profit before Tax (PBT) of the Company for the financial year 2022 - 2023 is ? 28994.29 thousands as compared to Rs. 14627.74 Thousands. Directors of your company have been vigorously working on to acquire more order to increase the company''s profits.

MIGRATION TO THE MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED.

Migration from BSE SME Platform to Main Board of NSE in addition to Main Board of BSE

Your Company was listed on the SME platform of BSE Limited (BSE) since 26 March 2018. After completion of approximately 4.5 years of listing and trading on the BSE SME Platform With a view to acknowledge publically on a large level and for the enhanced recognition, the Company has been migrated from BSE SME Platform to Main Board of NSE in addition to Main Board of BSE on 02 November 2022. Listing on the Main Board of BSE and NSE take the Company into a different league altogether with enhanced recognition and increased participation by retail investors. Migration to the main board acts as a catalyst in the growth and expansion of the Company and also help the shareholders of the Company to enjoy enhanced returns from their investments.

Splitting of Shares

The Consent of the Shareholders had been obtained by way of Postal Ballot for splitting of equity shares. The Board in due course would authorise a Corporate Action to give effect to the resolution after giving effect to the said resolution the Paid-up Share Capital of the Company will continue to be Rs. 142,732,780 divided into 142732780 equity shares of Rs.1/- each.

CHANGE IN THE NATURE OF BUSINESS

During the financial year 2022- 2023 under review, there was no change in the nature of Business of the Company.

CHANGE IN SHARE CAPITAL STRUCTURE

During the year under review, there has been no change in the authorised share capital and issued and paid-up share capital of your Company.

The Authorized capital of the Company is ? 143,000,000/- (Rupees Fourteen Crore and Thirty Lakhs only) consisting of 143,000,000 equity shares of ?1/- (Rupees One) each.

The issued and paid-up share capital of the company is ? 142,732,780 (Rupees Fourteen Crore Twenty-Seven Lakhs Thirty-Two Thousand Seven Hundred and Eighty) consisting of 142732780 Equity Shares of ?1/-each.

DIVIDEND

The Board of Directors have not recommended any Dividend for the financial year 2022 - 2023, due to high strategic capital expenditure incurred by the Company in the financial year 2022-2023

TRANSFER TO RESERVES

Details with regard to amount transferred to reserves are provided in the Notes to financial statements forming part of this Annual Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

DEPOSIT

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of financial year 2022-23. There were no unclaimed or unpaid deposits lying with your Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT.

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of Companies Act, 2013 is not applicable on your Company.

LISTING ON STOCK EXHANGES

During the year under review the Company has migrated on the main board of BSE Limited and National Stock Exchange of India Limited (âNSEâ) w.e.f., 04 November 2022 further the equity shares of your Company are presently listed on BSE Limited (âBSEâ) and the National Stock Exchange of India Limited (âNSEâ)

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

The particulars as prescribed under Section 134(3) (m) of the Act read with Rule 8 of Companies (Accounts)

Rules, 2014 is appended hereto as âAnnexure No. Iâ and forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors (the âBoardâ) of your Company are responsible for and are committed to sound principles of Corporate Governance in your Company. The Boardâs focus is on the formulation of business strategies, policies and robust control systems. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholder.

Matters reserved for the Board are those affecting your Companyâs overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as material acquisitions and disposals and connected transactions.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive including one Woman Director, Non-Executive and Independent Directors.

Directors and Key Managerial Personnel who were Appointed/Re-appointed or have resigned during the Year

APPOINTMENT OF MRS. KANCHAN GOYAL (DIN: 09597233) AS DIRECTOR, OF THE COMPANY

During the year under review, Mrs. Kanchan Goyal who was appointed by the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, as an Additional Director of the Company in capacity of Executive Director with effect from 6^th May, 2023 was appointed as Executive Director by the Members of the Company at the Annual General Meeting of the Company held on 28th September, 2022.

APPOINTMENT OF MR. AMIT AGARWAL (DIN: 07854072) AS NON- EXECUTIVE DIRECTOR DESIGNATED AS INDEPENDENT DIRECTOR, OF THE COMPANY

During the year under review, Mr. Amit Agarwal (DIN: 07854072) who was appointed by the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, as an Additional Director of the Company in capacity of Non-Executive Director designated as Independent Director with effect from 17^th May, 2023 was appointed as Independent Director by the Members of the Company at the Annual General Meeting of the Company held on 28th September, 2022.

APPOINTMENT OF MR. ACHAL KAPOOR (DIN: 09150394) AS NON- EXECUTIVE DIRECTOR DESIGNATED AS INDEPENDENT DIRECTOR, OF THE COMPANY

During the year under review, Mr. Achal Kapoor (DIN: 09150394) who was appointed by the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, as an Additional Director of the Company in capacity of Non-Executive Director designated as Independent Director with effect from 28^th September, 2023 was appointed as Independent Director by the Members of the Company at the Annual General Meeting of the Company held on 15^th February, 2023.

RESGINATION OF MRS. POONAM AGGARWAL (DIN: 07854132) FROM THE POST OF INDEPENDENT DIRECTOR OF THE COMPANY

During the year under review, Mrs. Poonam Aggarwal (DIN: 07854132) resigned from the post of Independent Director of the Company ceased to be the Independent Director of the Company with effect from 18 July 2023.

As on date following Directors on the Board of the Company:

S. No	Name of the Director	DIN	Designation
1	Mr. Sandeep Goyal	07762515	Chairman, Managing Director & Chief Financial Officer
2	Mr. Chahat Gupta	07762521	Director
3	Mrs. Kanchan Goyal	09597233	Director
4	Mr. Bishamber Nath Mehra	08700633	Independent Director
5	Mr. Achal Kapoor	09150394	Independent Director
6	Mr. Amit Agarwal	07854072	Independent Director

Declaration from Independent Directors

In opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and SEBI Listing Regulations and are independent of the management.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act, not less than 2/3rd (two-third) of the total number of directors of the Company (other than Independent Directors and Nominee Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation and one-third of such of the directors for the time being are liable to retire by rotation at every subsequent annual general meeting. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Sandeep Goyal, (DIN: 07762515), been longest in office is liable to retire by rotation and, being eligible, offers himself for reappointment.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV of the Act, Secretarial Standards-1 (âSS-1â) read with the Guidance Note on SS-1 and SEBI Listing Regulations, one meeting of Independent Directors of the Company was duly held on 31 March 2023 without the attendance of Non-Independent Directors and members of Management wherein the Independent Directors evaluated the performance of Non - Executive Directors, Executive Directors and Board as a whole. In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations, a formal Annual evaluation of the Board, its Committees, the Chairman and individual directors was carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India (âSEBIâ) for the financial year 2022-23.

To facilitate the evaluation process, Board and its Committeeâs self-evaluation questionnaires were circulated to the Board members and respective Committee members.

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated

The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as the Board. Suggestions/ feedback concerning strategic, governance and operational matters were actioned upon by the team. The Directors have expressed their satisfaction with the evaluation process.

BOARD MEETINGS

Y our Company holds minimum of 4 (Four) Board meetings in each calendar year with a gap of not more than one hundred and twenty days between any two consecutive Meetings. Additional meetings of the Board/ Committees are convened as may be necessary for proper management of the business operations of your Company.

The agenda alongwith the requisite annexures and Notice for the Meetings is prepared and circulated in advance to the Directors. The Board of Directors of your Company met 8 (Eight) times during the financial year 2022-23 i.e. on 06 May 2022, 17 May 2022, 30 May 2022, 26 August 2022, 28 September 2022, 14 November 2022, 13 January 2023, &14 February 2023.

BOARD COMMITTEES MEETINGS

The Board has delegated part of its functions and duties to an Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

Further, the Board had duly constituted following Committees, which are in line with the provisions of applicable laws.

a) Audit Committee;

b) Nomination and Remuneration Committee; and

c) Stakeholdersâ Relationship Committee

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section âCommittees of the Boardâ of âCorporate Governance Reportâ of

this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During financial year 2022-23, all contracts/ arrangements/ transactions entered into by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an armâs length basis.

During financial year 2022-23, your Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered âmaterialâ in accordance with its Policy on Materiality of Related Party Transactions.

All related party transactions are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations for the transactions which are foreseen and are repetitive in nature.

Related Party Transactions were disclosed to the Board on quarterly basis. For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to sub-section 129(3) read with Rule 5 of the of Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of associate company is furnished in Form AOC-1 as Annexure-II.

VIGIL MECHANISM / WHISTLE BLOWER POLICY.

During the financial year 2022 - 23, no personnel of the Company have been denied access to the Audit Committee for reporting concerns, if any.

The policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the Companyâs website and can be accessed at the web link: https://www. goyalaluminiums. com/pdf/Policie s/pd10.pdf

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Remuneration Policy of your Company

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS

OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE.

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

b. the 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 of the profit and loss 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 the Companies Act, 2013 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;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

f. the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS & AUDITORS REPORT

a) STATUTORY AUDITORS

M/s. V. N. Purohit & Co. (Firm Registration Number: 304040E) were appointed by the Member of the Company by passing resolution by the postal ballot as on 15 February 2023 as statutory auditors of the Company from the conclusion of this Meeting till the ensuing Annual General Meeting of the Company. The Auditors confirmed that they are not disqualified as from continuing as Auditors of the Company.

The Company has received confirmation from the Statutory Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors of the Company on the recommendation of the Audit Committee has reappointed M/s V. N. Purohit & Co, Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a first term 5 (five) years to hold office from the conclusion of the ensuing AGM till the conclusion of 12^th AGM of the Company to be held in the year 2028, subject to approval by the Members at the ensuing AGM.

The Independent Auditors Report given by the Auditors on the financial statement (Standalone and Consolidated) of your Company forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company had appointed M/s. Pawan Mahur & Associates, a practicing Company Secretary firm (Certificate of Practice Number: 16961) to conduct the Secretarial Audit of your Company for the financial year 2022 - 23.

The Company has annexed to this Board Report as âAnnexure-IIIâ, the Secretarial Audit Report given by the Secretarial Auditor. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

c) INTERNAL AUDITOR

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Significant features of the Companyâs internal control system are:

â¢ A well-established, independent, Internal Audit team operates in line with best-in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.

â¢ The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

â¢ Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors and reviewers.

â¢ Adherence with a comprehensive information security policy and continuous upgrades of the Companyâs IT systems for strengthening automated controls.

â¢ During the financial year, the internal controls were tested and found effective, as a part of the Managementâs control testing initiative.

Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors is of the opinion that the Companyâs Internal Financial Controls were adequate and operating effectively for the financial year ended 31 March 2023.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, financial and operational performance and state of affairs of your Companyâs business and other material developments during the financial year under review.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year under review, your Company has not received any complaints from the employees of the Company

CORPORATE GOVERNANCE

The Board has also evolved and adopted a Code of Conduct based on the principles of good Corporate Governance and best management practices that are followed globally. The Code is available on your Companyâs website, www.goyalaluminiums.com and can be viewed at the following web link: www.goyalaluminiums.com/pdf/Policies/pd3.pdf .

In terms of SEBI Listing Regulations, a separate section on âCorporate Governanceâ with a compliance report on corporate governance and a certificate from M/s. Pawan Mahur & Associates, a firm of Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, has been provided in this Annual Report and are annexed as Annexure IV.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

GREEN INITIATIVE

financial year 2022 - 23 and the Notice of 7th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depository participant(s) as on the record date.

For members, who have not registered their e-mail addresses, please update your e-mail ids with your respective Depository Participants in order to contribute to above Green Initiative programme.

Pursuant to Section 108 of the Act read with relevant rules thereunder, your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 7^th Annual General Meeting. The instructions for e-voting are provided in the Notice of the Annual General Meeting

CAUTIONARY STATEMENT

The Boardâs Report and Management Discussion & Analysis may contain certain statements describing the Companyâs objectives, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forward looking statements. Some important factors that could influence the Companyâs operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations

ACKNOWLEDGEMENT

Your Companyâs organisational culture is embedded and engrossed with professionalism, integrity and continuous improvement across all its functions.

The Companyâs executives, staff and workers are instrumental in the Company scaling new heights year after year, and their commitment and contribution is deeply acknowledged. Shareholdersâ involvements are greatly valued. The Directors look forward to your continuing support. The Board would like to reiterate its commitment to continue to build the organisation into a truly world-class enterprise in all aspects.

For and on behalf of Board of Directors Goyal Aluminium Limited SD/ SD/-

(Sandeep Goyal) (Chahat Gupta)

Date: 04.09.2023 Executive Chairman, Managing Director Director

and Chief Financial Officer

Place: New Delhi DIN:07762515 DIN:07762521

Mar 31, 2018

DIRECTORâS REPORT

Dear Members,

Advitiya Trade India Limited

The Directors have pleasure in presenting the Second Annual Report on the business and operations of the Company along with Audited Financial Statements for the Financial Year ended on 31^st March, 2018.

1. FINANCIAL RESULTS:

Particular	As on 31^st March, 2018	As on 31^st March, 2017
Sales	39,87,87,719.02	-
Other Income	7,890.00	-
Total Income	39,87,95,609.02	-
Total Expenses	39,37,16,100.48	6,09,480.00
Profit Before Tax	50,79,508.54	(6,09,480.00)
Less: Income Tax -Current Year	12,87,585.00	-
Less: Deferred Tax	(10,627.00)	1,19,892.00
Profit/(Loss) after tax	38,02,550.54	(4,89,588.00)

2. RESULTS OF OPERATIONS & STATE OF COMPANYâS AFFAIRS

This was the second financial year of the Company. Company has performed modestly in present year despite challenging economic conditions. Nevertheless, your Directors are optimistic about the future and expect the business to perform well for the forthcoming year. Your Directors are relentlessly striving for the betterment of the business.

3. CHANGE IN THE NATURE OF BUSINESS

There were no Changes in the Nature of Business of the Company during the Financial Year.

4. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 10,00,00100/- divided into 1,00,00,010 Equity Shares of Rs. 10/- each. During the year under review, the Company has issued 89,42,000 equity shares of Rs. 10 each. On March 31, 2018, the paid-up share capital of the Company stood at Rs. 9,91,20,000/- divided into 99,12,000 Equity Shares of Rs. 10/- each.

5. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2018.Since the Board have considered it financially prudent in the long-terms interest of the company to re-invest the profits into the business of the company to build a strong reserve base and grow the business of the company.

6. TRANSFER TO RESERVES

During the period, the company has not transferred any profit into the General Reserve of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments were recorded during the financial year which materially affects the financial position of the Company till the date of this report.

9. DEPOSIT

The company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the FY 2017-18.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements which also form part of this report.

11. corporate social responsibility

The company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 since the aforesaid provisions are not applicable.

12. conservation of energy, research and development,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at âAnnexure No. Iâ

13. internal financial control system

According to Section 134(5) (e) of the Companies Act, 2013, the term financial control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly.

To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

14. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNAL

Sl. No.	Name of Director	DIN	Effective Date	Nature of Change
1	Mahatve Gupta	07762548	01/07/2017	Appointment as Whole Time Director & CFO
2	Poonam Agarwal	07854132	01/07/2017	Appointment as Independent Director
3	Amit Agarwal	07854072	09/01/2018	Resignation
4	Pradeep Kumar Jain	07963341	09/01/2018	Appointment as Additional Director (Independent)
5	Disha Maheshwari	-	19/01/2018	Appointment as Company Secretary

Mr. Chahat Gupta (DIN-07762521) Director liable to be retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

15. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company has in place a Nomination & Remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Committee has formulated a policy on Director''s appointment and remuneration including recommendation of remuneration of the key managerial personnel and other employees, composition and the criteria for determining qualifications, positive attributes and independence of a Director. The Nomination and Remuneration committee comprises of Mr. Pradeep Jain (Chairman), Ms. Poonam Agarwal (Member) and Mr. Chahat Gupta (Member).

During the year, there were Three (3) meeting held of Nomination & Remuneration Committee on 01.12.2017, 09.01.2018 & 19.01.2018. The details of presence of members of such Committee is as follows:-

Serial No.	Name of Member	No. of meetings held during the year	No. of meetings attended during the year
1	Pradeep Jain	3	2
2	Poonam Agarwal	3	3
3	Chahat Gupta	3	3
4	Amit Agarwal	3	1

Nomination & Remuneration Policy is uploaded on website of the Company i.e. www.advitiyatrade.com

16. INDEPENDENT DIRECTORâS DECLARATION

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, confirming that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

17. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

It includes circulation of questionnaires to all Directors for evaluation of the Board and its Committees, Board composition and its structure, its culture, its effectiveness, its functioning, information availability, etc. These questionnaires also cover specific criteria and the grounds on which all Directors in their individual capacity will be evaluated.

The board and the nomination and remuneration committee reviewed the individual Directors'' responses on the questionnaire regarding the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

18. NUMBER OF MEETINGS OF THE BOARD

During the year the Board met 19 (Nineteen) times to deliberate on various matters. The Meetings were held as on 01/04/2017, 18/05/2017, 20/06/2017, 01/07/2017, 21/07/2017, 25/07/2017, 27/07/2017, 21/08/2017, 31/08/2017, 01/12/2017, 15/12/2017, 30/12/2017, 04/01/2018, 09/01/2018, 19/01/2018, 25/01/2018, 03/02/2018, 03/03/2018, 21/03/2018.The maximum interval between any two meetings did not exceed 120 days.

S. No	Name of the Director	No of board Meetings held during the year during his/her tenure as director	No. of Meetings attended during the year
1	Sandeep Goyal	19	19
2	Chahat Gupta	19	19
3	Mahatve Gupta	19	19
4	Poonam Agarwal	16	16
5.	Pradeep Kumar Jain	6	6

19. audit committee

As per the provision of section 177 of the Companies Act, 2013 the constitution of Audit Committee is to monitor and provide effective supervision of the managementâs financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting. The Audit committee comprises of:

Serial No.	Name of Member	DIN	Position
1	Mr.Pradeep Kumar Jain	07963341	Independent Director
2	Ms. Poonam Agarwal	07854132	Independent Director
3	Mr. Sandeep Goyal	07762515	Managing Director

During the period under review, there were five (5) meetings held of Audit Committee on 21/07/2017, 21/08/2017, 15/12/2017, 19/01/2018 & 25/01/2018.

20. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the provision of section 178 of the Companies Act, 2013, Stakeholders Relationship Committee was formed to specifically look into the mechanism of redressal of grievances of shareholders, debenture holders and other security holders. The constitution of Stakeholders Relationship Committee is as follow:

Serial No.	Name of Member	DIN	Position
1	Mr. Pradeep Kumar Jain	07963341	Independent Director
2	Mrs. Poonam Agarwal	07854132	Independent Director
3	Mr. Mahatve Gupta	07762548	Whole Time Director & CFO

During the year under review, no meeting was held for Stakeholders Relationship Committee.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at âAnnexure IIâ.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board.

24. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013

The Provision of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, regarding statement of particulars of employees is not applicable on the Company.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE.

There were no significant order was passed by any regulatory authority or court or tribunal.

26. DIRECTORSâ RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3) (c):

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: -

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) the 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 of the profit and loss 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 the Companies Act, 2013 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.

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

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

27. AUDITORS STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s Sadana & Co., Chartered Accountants, were appointed as statutory auditors of the Company on 17^th May 2018 to fill the casual vacancy caused by the resignation of M/s M.C. Garg & Associates.

The notes on accounts referred to in the auditorsâ report are self-explanatory and therefore donât call for any further comments by the Board of directors.

There are no qualifications or adverse remarks in the Auditorsâ Report which require any clarification or explanation.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under, Vikas Verma & Associates, Practicing Company Secretaries were appointed as Secretarial Auditors for the financial year 2017-18. The Secretarial Audit Report for the financial year ended on March 31, 2018 is annexed herewith marked as âAnnexure-IIIâ to this Report.

There are no qualifications or adverse remarks in the Secretarial Auditorsâ Report which require any clarification or explanation.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI Listing Regulations, Management Discussion and Analysis are attached, which form part of this report annexed herewith at Annexure No. IV.

29. RISK MANAGEMENT

During the year, The Board had developed and implemented an appropriate risk management policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks.

30. CODE OF CONDUCT AND ETHICS

The Board of directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the companyâs business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for oneâs conduct in dealing with the Company, fellow directors and with the environment in which the Company operates.

31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. No complaints of sexual harassment were raised in the financial year 2017-18.

32. ANNUAL RETURN

As per the provisions of section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Annual Return in Form MGT -7 is available at www.advitiyatrade.com

Following policies are also available at www.advitiyatrade.com

1. Code of Conduct for Insider Trading.

2. Code of Ethics for Board Members and Senior Managers.

3. Policy on materiality of related party transactions

4. Policy for Identification of Group Company.

5. Policy for determination of material Litigation.

6. Policy For determination of outstanding dues to creditors.

7. Policy for preservation of documents.

8. Sexual Harassment Policy.

9. Whistle Blower Policy.

10. Policy for Determination of Materiality of Events.

33. LISTING WITH STOCK EXCHANGES

At present the equity shares of the Company are listed on the BSE SME Platform of Bombay Stock Exchange. The Company confirmed it has paid Annual Listing Fees due to the Bombay Stock Exchange for the year 2018-19.

34. ACKNOWLEDGEMENT

The directors thank the Companyâs employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the Government of India and concerned government departments / agencies for their co-operation.

For & on behalf of Advitiya

Trade India Limited

Sd/- Sd/- Sd/-

Sandeep Goyal Chahat Gupta Disha Maheshwari

Date: 16/07/2018 Managing Director Director Company Secretary

Place:Delhi DIN:07762515 DIN:07762521 M.No.:A43525

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