Your Directors are pleased to present the 09^thAnnual Report along with the audited annual accounts
for the year ended 31^st March 2025.

1. FINANCIAL REVIEW

Your Company’s performance for the year ended 31^st March, 2025 is as follows

(Amount in Lakhs)

2. WORKING PERFORMANCE REVIEW

During the year under review, the Company has earned revenue from operation of Rs.
17555.38/- Lacs as against the previous year’s revenue from operation of Rs. 1,676.28/-Lacs.
The Company incurred Profit after tax Rs. 717.14/-Lacs as against profit after tax of Rs. 50.85/-
Lacs in the previous year.

3. CHANGE IN OBJECT OF BUSINESS

During the financial year 2024-25 the company has changed the object clause of the company
two times during the year under review. On 05^th May 2024, the Company has taken the approval
of shareholders vide postal ballot remote E-voting to add new Sub-clause 6 to 9 thereby altering
existing object clause of the Memorandum of Association of the Company to enable it to
diversify its business by entering into entirely new business line of providing information
technology services, software development, to manufacture, spin, weave and otherwise deal in
textile industry, to deal in agricultural products and business of purchase and sale of petroleum
and petroleum products.

On 30^th March 2025, approval of shareholders have been taken to add three sub clauses (10-12)
thereby altering the Main Objects clause in the MOA of the Company, enabling it to enter into
entirely new business line to build, contract, establish, own, purchase or otherwise deal in
commercial or residential buildings and plots, properties and the business of trading,
manufacturing and dealing in gold. silver, platinum or other precious metals and alloys,
precious and semi-precious stones and materials thereof.

On 5^th May 2024 & 30^th March 2025, approval of shareholders have been taken to add three
Main Objects in the MOA of the Memorandum of the Company.

I. Real Estate & Infrastructure

To acquire, construct, develop, lease, sell, and manage residential, commercial, and industrial
properties, hotels, resorts, warehouses, and allied facilities.

II. .Consulting& Professional Services

To act as consultants, engineers, architects, planners, valuers, decorators, and property
managers in India and abroad.

III. Jewellery& Precious Metals

To manufacture, trade, import, export, and deal in gold, silver, platinum, diamonds, gems,
ornaments, bullion, antiques, and allied products.

IV. Information Technology Services

To carry on the business of software development, system integration, IT consulting, cloud
services, cybersecurity, training, and allied IT-enabled services, and to trade in hardware,
software, and related products.

V. Textiles

To manufacture, process, trade, import, export, and deal in all kinds of textiles, yarn, fabrics,
garments, fibers, and textile machinery, and to operate textile mills, R&D units, and retail
outlets.

VI. Agriculture & Allied Activities

The Company shall engage in cultivation, production, and marketing of agricultural products,
including crops, livestock, and aquaculture. It will provide related services, manufacture and
trade agri-inputs, and promote sustainable farming practices. The Company may establish R&D
centers, invest in agri-businesses, and undertake all allied or incidental activities.

Vll.Petroleum and Allied Products

To trade in petroleum, petroleum products, oils, greases, and fuels, to run service stations, and
to explore, acquire, and develop crude oil, natural gas, and hydrocarbons in India and abroad.

4. SHARE CAPITAL

The issued, subscribed and paid up equity share capital as on March 31, 2025 was Rs.
1,47,62,40,000/-.

5. REVISION OF FINANCIAL STATEMENTS

In terms of section 131 of the Companies Act, 2013, the Financial Statements and Board Report
are in compliance with the provisions of section 129 or section 134 of the act and that no
revision has been made during any of the three preceding financial years.

6. DIVIDEND

Keeping in mind the strategy of growth in the business through enhancing manufacturing
capacity, your directors do not recommend any dividend for the current year.

7. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL
YEAR UPTO THE DATE OF THIS REPORT.

Material Changes and Commitments Affecting Financial Position of the Company

Subsequent to the end of the financial year i.e. 31^st March 2025 and up to the date of this Report,
the following material changes and commitments have occurred which have an impact on the
financial position of the Company.

• Right Issue

The Board of Directors of Godha Cabcon & Insulation Limited at its meeting held on 8^th
October 2024, approved a rights issue of equity shares having face value of Rs. 1/- each for an
aggregate amount not exceeding 49 crore in accordance with Section 62(1)(a) of the
Companies Act, 2013.

Withdrawal letter in respect of application for “In-Principal Approval” for Rights Issue made
by company on 8^th August 2025 to NSE.

• Conversion of Warrant
29^th August 2024

Conversion of 26,99,99,998 warrants into 26,99,99,998 equity shares of face value of Re. 1/-
each at an issue price of Re. 1 each, to “Non-Promoters/Public Category”, on preferential
basis, upon receipt of balance amount aggregating to Rs. 20,24,99,998.50/- at the rate of Rs.
0.75/- per warrant (being 75% of the issue price per warrant).

Listing approval for conversion of 26,99,99,998 warrants into equity shares were received
from NSE on 24^th October 2024.

31^st August 2024

Conversion of 26,99,99,998 warrants into 26,99,99,998 equity shares of face value of Re. 1/-
each at an issue price of Re. 1 each, to “Non-Promoters/Public Category”, on preferential
basis, upon receipt of balance amount aggregating to Rs. 20,24,99,998.50/- at the rate of Rs.
0.75/- per warrant (being 75% of the issue price per warrant)

Listing approval for conversion of 26,99,99,998 warrants into equity shares were received
from NSE on 5 ^th June 2025.

6^th September 2024.

“Conversion of 27,00,00,004 warrants into equal number of equity shares of the Company on
preferential basis”

Listing approval for conversion of 27,00,00,004 warrants into equity shares were received
from NSE on 10^th June 2025.

• Promoter Reclassification

Company has received application for re-classification of persons belonging to the category of
promoter /promoter group to the public category on 30^th December 2024.

Company has filed application for reclassification on 20^th January 2025 with National Stock
Exchange.

• Name Change of Company

To align with the High Court order dated 12^th February 2024 and in order to maintain continuity
in business, safeguard brand presence, and ensure legal compliance, the Board proposes
changing the Company’s name on 19^th June 2025, from “Godha Cabcon & Insulation Limited”
to Auri Grow India Limited.

Shareholders approval for the name change has been received on Friday, 8^th August 2025 by
passing the special resolution through Postal ballot.

8. PERFORMANCE AND FINANCIAL POSITION OF ASSOCIATE COMPANIES

As per Companies Act, 2013 and as on date the company is neither having any Subsidiary
Company u/s 2(87) nor any Associate Company u/s 2(6) and hence, do not call for any
disclosure under this head.

9. BOARD AND COMMITTEE MEETINGS

During the years under review various meetings of the Board of Directors and Committees was
held for various purposes which is in compliance with the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the details of
the various meetings of the Board and Committees are mentioned in the Report on Corporate
Governance.

10. DECLARATION OF DIRECTORS

As per the declaration received in Form DIR-8 pursuant to section 164 (2) of the Companies
Act, 2013 and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules,

2014, none of the Directors of the Company is disqualified from being appointment as
Directors.

11. PUBLIC DEPOSITS

During the year under review, the company has neither accepted nor invited any public deposits
within the meaning of section 73 of the Companies Act, 2013 & the Deposit Rules.

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

Information required under section 134 (3) (m) of the Companies Act 2013 read with the
Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is
annexed in (Annexure- ‘A) and forms part of the report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to regulation 34 of the SEBI (listing obligation and disclosure requirement) regulation

2015, the management discussion and analysis report and corporate governance report are
appended as Annexure-‘B’ and forms a part of this Annual Report.

14. DIRECTORS

During the year under review, there was change in the directorship of the Company. As on this
date of report. The Board of Directors details are as follows -

15. KEY MANAGERIAL PERSONNEL

The following employees were designated as Whole Time key managerial personnel by the
Board of Directors during the year under review:

16. CORPORATE GOVERNANCE

Pursuant to regulation 34 of the SEBI (listing obligation and disclosure requirement) regulation
2015 the corporate governance report are appended as“Annexure-C” and forms a part of this
Annual Report. The company has obtained a certificate conforming compliance with the
condition of the code of corporate governance as stipulated in schedule V of the SEBI (listing
obligation and disclosure requirement) regulation 2015 is appended.

17. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 34 of the SEBI (listing
obligation and disclosure requirement) regulation 2015 the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit and Nomination & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained in the Corporate
Governance Report which is appended as “Annexure-C”

18. CORPORATE SOCIAL RESPONSIBILITY(CSR)

The provisions of section 135 of companies act 2013 is not applicable this year as the profit,
net worth and turnover of the financial year 2024-25 does not crossed the threshold limit as
prescribed under sub-section(1) of the said section.

19. FORMAL ANNUAL EVALUATION

Pursuant to section 134 (3) (p) of Companies Act, 2013 and Rule 8(4) of Companies (Accounts)
Rules, 2014 and SEBI (Listing obligation and disclosure requirement) regulation 2015, the
Board has carried out an evaluation of its own performance, the directors individually as well
as the evaluation of its Committees as per the criteria laid down in the Nomination,
Remuneration and Evaluation Policy. The said policy including above said criteria for the
evaluation of the Board, individual directors including independent directors and the committee
of the Board has been laid down in the Corporate Governance Report.

20. VIGIL MECHANISM

The Board of Directors of your company has adopted the Vigil Mechanism and whistle blower
mechanism. In pursuant to the regulation 22 of the SEBI (listing obligation and disclosure
requirement) regulation 2015 and section 177(9) &(10) of the Companies Act, 2013.

The company believes in the conduct of its affairs in a fair and transparent manner by adopting
highest standards of professionalism, honesty, integrity and ethical behavior. The company is
committed to develop a culture in which every employee feels free to raise concerns about any
poor or unacceptable practice and misconduct. In order to maintain the standards has adopted
lays down this Whistle Blower Policy to provide a framework to promote responsible and
secure whistle blowing.

A Vigil Mechanism for directors and employees to report genuine concerns has been
established The Vigil Mechanism Policy has been uploaded on the website of the Company at
www. godhacabcon.in under investors/policy documents/Vigil Mechanism Policy link.

21. RISK MANAGEMENT POLICY

Risk Management policy is formulated in compliance with Regulation 21 of the SEBI (listing
obligation and disclosure requirement) regulation 2015 and section 134 (3) (n) of the companies
act 2013, which requires the company to lay down procedure for risk assessment and risk
minimization. The board of directors, Audit committee and the senior management of the
company should periodically review the policy and monitor its implementation to ensure the
optimization of business performance, to promote the confidence amongst stake holders in the
process, plan and meet strategic objectives and evaluate, tackle and resolve various risks
associated with the company. The business of the company is exposed to various risks, arising
out of internal and external factors i.e. industry, competition, input, geography, financial,
regulatory, other operational, information technology related other risks.

22. DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has adopted a Dividend Distribution Policy
to ensure transparency and consistency in dividend decisions. The policy outlines the

parameters to be considered by the Board of Directors while recommending dividends,
including financial performance, retained earnings, future capital requirements, and
macroeconomic conditions. The Board may declare interim dividends based on quarterly or
half-yearly financial results, subject to the availability of adequate profits and compliance with
applicable laws. The policy also provides for the utilization of retained earnings for business
expansion, capital expenditure, and other strategic initiatives.

23. AUDITORS

M/s S Parth & Co., Chartered Accountants, (Firm Registration No. 154463W), be and is hereby
re-appointed as the Statutory Auditors of the Company, to hold office for a period of 5 (five)
consecutive years commencing from the conclusion of this Annual General Meeting till the
conclusion of the 13^th Annual General Meeting of the Company to be held in the financial year
2029-2030.

Board received the resignation of M/s Parin Patwari & Co., Chartered Accountants, (Firm Reg.
No 154571W.) on 12th May, 2025 and board considered and accepted the Resignation of Parin
Patwari & Co., Chartered Accountants, from the Statutory Auditor of the company with effect
from 12^th May, 2025.

S C Somani And Associates ( formerly known as M/s. Chandiramani & Co ) Appointed as
Statutory auditor to fill up the casual vacancy in the office of statutory auditor for the term till
the conclusion of upcoming AGM ,subject to approval of shareholders.

Board received the resignation of M/s. S C Somani And Associates ( formerly known as M/s.
Chandiramani & Co )., Chartered Accountants, (Firm Reg. No 101667W) on 14^th August, 2025
and board considered and accepted the Resignation M/s. S C Somani And Associates (formerly
known as M/s. Chandiramani & Co), from the Statutory Auditor of the company with effect
from 14^th August, 2025.

M/s. J S Shah & Co. Chartered Accountants (Firm Reg. No 132059W) appointed as as Statutory
Auditor of the Company to fill the casual vaccany in office of statutory auditor by the Board of
Directors w.e.f 19^th August 2025.

Board received the resignation of M/s. J S Shah & Co. Chartered Accountants (Firm Reg. No
132059W) on 22^nd August, 2025 and board considered and accepted the Resignation M/s. J S
Shah & Co. from the Statutory Auditor of the company with effect from 22 ^nd August, 2025.

M/s. S Parth & Co. (Firm Registration No. 154463W) appointed as Statutory Auditor of the
Company to fill the casual vaccany in office of statutory auditor by the Board of Directors w.e.f
26^th August 2025.

24. AUDITORS REPORT

The Auditors’ Report issued by M/s.Parin Patwari & Co., Chartered Accountants, for the
financial year ended March 31, 2025, contain the qualifications, reservations or adverse remarks
as follows:-

25. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules made there
under,the Company has appointed Ms. Divya Mohta., Practicing Company Secretary (C.P. No.
17217) to undertake the Secretarial Audit of the Company.The Company has annexed to this Board
Report as MR-3, a Secretarial Audit Report given by the Secretarial Auditor.

26. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form
MGT-9 is available on website of the Company i.e.www.godhacabcon.in

27. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and
maintained by the company, work performed by the internal, statutory, secretarial auditors and
external consultant(s) including audit of internal financial controls over financial reporting by the
statutory auditors and the reviews performed by Management Committee, The Board is of the
opinion that the Company’s internal financial controls were adequate and effective during the
Financial year 2024-25.

The Directors’ Responsibility Statement referred to in sub-section (5) of Section 134 of the
Companies Act, 2013, shall state that

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

(b) That the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the profit and
loss of the company for that period;

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

(d) That the directors had prepared the annual accounts on a going concern basis; and

(e) That the directors, had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.

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

28. LISTING AT STOCK EXCHANGES

The Company is listed on NSE Main Board.

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

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified
on 09^th December, 2013. Under the said Act every company is required to set up an Internal
Complaints Committee to look into complaints relating to sexual harassment at work place of
any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace
and has set up Committee for implementation of said policy. During the year Company has not
received any complaint of harassment.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS DURING THE
YEAR UNDER SECTION 186

Pursuant to provisions of section 186 of the Companies Act, 2013, during the year the company
has given loan to other body corporate and no guarantee or investments in the securities of any
company are made amounting refer Balance sheet

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

There were no materially significant transactions with related parties during the financial year
2024-25, which were in conflict with the interest of the Company.

Further, other suitable disclosures as required under IND AS - 24 have been made in the Notes
to the financial statements.

The particulars of every contract or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain
arm’s length transactions under third proviso thereto shall be disclosed in Form No. AOC- 2 as
“Annexure-F”

32. DECLARATION BY AN INDEPENDENT DIRECTOR(S), IF ANY

A declaration by an Independent Director(s) that he/they meet the criteria of independence as
provided in sub-section (6) of Section 149 of the Companies Act, 2013.

An independent director shall hold office for a term up to five consecutive years on the Board
of a Company, but shall be eligible for reappointment for next five years on passing of a special
resolution by the Company and disclosure of such appointment in the Board’s report.

33. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Directors will be introduced to all the Board members and the senior management personnel
such as Chief Financial Officer, Company Secretary and various Department heads individually
to know their roles in the organization and to understand the information which they may seek
from them while performing their duties as a Director. And meeting may be arranged for the
Independent Directors with aforesaid officials to better understand the business and operation
of the Company.

As a part of continuous updating and familiarization with the Company, every Independent
Director will be taken for visits to the factory or manufacturing units and other branch of the
company where the officials of the various departments apprise them of the operational and
sustainability aspects of the plants to enable them to have full understanding on the activities
of the Company and initiatives taken on safety, quality etc. The Company may also circulate
news and articles related to the industry from time to time and may provide specific regulatory
updates.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURT:

During the financial year 2024-25, there were no significant material orders passed by the
Regulators or Courts or Tribunals which would impact the going concern status of your
Company and its future operations.

The High Court has passed order dated 12^th February 2024, (an order of temporary injunction
restraining the company from using, selling, manufacturing and/or distributing and/or
advertising goods and/or products under the mark “CABCON” and/or “GODHA CABCON”
and/or “www. godhacabcon.in ” and/or from using the registered mark “CABCON” as part of
the trade name/corporate name and/or any other trade mark which is identical and/or
deceptively similar to the registered trade mark “CABCON”). As a result of the injunction, the
Company is legally barred from carrying on business or advertising under its current name,
“Godha Cabcon & Insulation Limited”, or any materially similar name. Continued use of name
would amount to court-sanctioned contempt, exposing the Company and its officers to legal
and financial penalties, potentially disrupting business operations and harming stakeholder
interests.

35. EVALUATION BY INDEPENDENT DIRECTORS

The Independent Directors in their meeting has reviewed the performance of Non-Independent
directors and Board as a whole including reviewing the performance of the Chairperson of the
Company taken into account the views of Executive and Non-Executive Directors. The said
policy including above said criteria for the evaluation of the Board, individual directors
including independent directors and the committee of the Board has been laid down under
Nomination, Remuneration and Evaluation Policy given in the Report on Corporate
Governance.

36. AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

The Company has obtained a certificate from its Practicing Company Secretary Divya
Mohta,Company Secretary confirming compliance with the conditions of corporate governance
as stipulated in Schedule V of the SEBI (listing obligation and disclosure requirement)
regulation 2015 with the Stock Exchanges. This Certificate is annexed to the Directors’ Report
for the year 2024-25. This certificate will be sent to the stock exchanges along with the annual
report to be filed by the Company.

37. PARTICULARS OF EMPLOYEES

There is no employee during the period drawing remuneration attracting the provisions of
section 197 of the Companies Act 2013 and the rules there under read with the Companies
(Particulars of Employees) Rules, 1975. During the year, total numbers of employees were 08
(Eight) only.

38. EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issue any shares with differential voting rights and accordingly the
provisions of section 43 read with rule 4 (4) of the companies (share capital and debentures)
rules 2014 of the companies act 2013 and rules framed there under are not applicable for the
year.

39. DETAILS OF SWEAT EQUITY SHARES

The company has not issued any sweat equity shares and accordingly the provision of Section
54 read with Rule 8 (13) of the Companies (Shares Capital and Debentures) Rules, 2014 of the
Companies Act, 2013 and rules framed there under are not applicable for the year.

40. DETAILS OF EMPLOYEES STOCK OPTION SCHEME

The company has not granted stock option and accordingly the provisions of Section 62(1)(b)
read with Rule 12 (9) of the of the Companies (Shares Capital and Debentures) Rules, 2014 of
the Companies Act, 2013 and rules framed there under are not applicable for the year.

41. PAYMENT OF LISTING FEES:

Annual listing fees for the year 2024-25 has been paid by the Company to Stock Exchange.

42. PAYMENT OF DEPOSITORY FEES:

Annual Custody/Issuer fee for the year 2024-25 will be paid by the company to NSDL and
CDSL on receipt of the invoices.

43. DEMAT STATUS

The Company’s shares are presently held in electronic modes in to Demat form.

44. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

As per the provisions of section 125 of the Companies Act 2013 and as per the rule 3 of the
Investor Education and Protection Fund (awareness and protection of investors) Rules, 2001,
No Amount is pending to be transferred to IEPF.

45. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE
INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF
INSIDER TRADING) REGULATIONS, 2015

Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 the Board
of Directors has formulated and adopted the “Code of Practices and Procedures for fair
Disclosure of Unpublished Price Sensitive Information” (Code of Fair Disclosure) of the
Company.

The Board has also formulated and adopted “Code of Conduct for Prohibition of Insider
Trading” (Code of Conduct) of the company as prescribed under Regulation 9 of the said
Regulation.

46. 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.

No application was made or any proceeding is pending under the Insolvency and Bankruptcy
Code, 2016.

47. ACKNOWLEDGEMENTS

The Board of Directors of our Company acknowledges their sincere appreciation for the support
extended by the statutory authorities, the stock exchanges, advisors, shareholders and staff of the
Company for the valuable assistance, support and co-operation extended to the Company and
continuous support and faith reposed in the Company.

For Godha Cabcon& Insulation Limited
On behalf of the Board

Sd/- Sd/-

Date: August 26,2025 Tathagata Sarkar Pratik kumar Ketanbhai patel

Place: Indore Managing Director Director

DIN: -08601775 DIN: - 11052043