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You can view full text of the latest Director's Report for the company.

BSE: 530655ISIN: INE127I01024INDUSTRY: Steel - Tubes/Pipes

BSE   ` 1231.00   Open: 1274.10   Today's Range 1220.00
1274.10
-34.50 ( -2.80 %) Prev Close: 1265.50 52 Week Range 568.20
1352.80
Year End :2025-03 

The Board of Directors of your Company takes pleasure in presenting 39th Annual Report and audited Standalone accounts on the business
and operations of your Company for the financial year ended 31st March, 2025.

Particulars

2024-25

2023-24

Total income

3966

3535

Earnings before interest, tax & depreciation

341

293

Finance cost

80

78

Depreciation

45

35

Profit before tax

216

180

Profit after tax

162

131

Earnings per Share (in ')

49.71

45.92

1. Results of Operations and The State of Company's
Affairs

The Company achieved remarkable growth during the FY
2024 - 25 by selling highest ever volume of engineered
products, i.e. 442,618 MT. The Company has total 5,00,000
tons manufacturing capacity. Goodluck is into four major
verticals, which are ERW Steel Tube, Precision tube, Precision
engineering and fabrication and forging. The company has
started its solar in a separate vertical owing to the superlative
demand in this segment. Also aerospace and defence too
are other area of interest, which in management opinion
requires social especial focus. The Company caters many
diverse sectors of the economy that include auto, infra, high
speed railway, specialized infrastructure, solar, aerospace and
defence components.

The consolidated total revenue for the FY 2024-25 stood
at
' 3971.21 Crores as compared to ' 3537.73 Crores in the
Previous year. The EBITDA was up by 16.4% to '344 Crores and
PAT grew by 25%% to
' 165.62Crores.

While examining the profitability of our standalone
company, we witnessed EBITDA grew from
' 292
Crores last year to
' 341 Crores this year, marking an
increase of 16.3.2%. In terms of profitability, it grew
' 161.74 Crores, up from ' 130.54Crores last year, which
represents an impressive increase of 23.9 %. Profit Before Tax
stood at
' 179 Crores, while this year it has risen to ' 215
Crores, reflecting a growth of 19.8% in PBT.

2. Dividends

In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015

("Listing Regulations"), the Company has formulated and
adopted a dividend distribution policy, as approved by its
Board of Directors.

This Policy will regulate the process of dividend declaration
and its pay-out by the Company in accordance with the
provisions of Companies Act, 2013 read with SEBI (LODR)
regulations, 2015. The Policy is available on the Company's
website: https://www.goodluckindia.com/pdf/dividend-

distribution-policy.pdf

The Board of Directors recommended a Final dividend @
200%, i.e.
' 4/- per equity Share on 32738509 equity shares of
Rs. 2 each of the Company, for the year ended March 31,2025,
subject to the approval of the Members at the ensuing Annual
General Meeting.

3. Corporate Governance and Additional Information to
Shareholders

The Company is committed to maintain high standards
of corporate governance. A separate report on corporate
governance, pursuant to regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is
provided with a certificate from the Secretarial Auditors of the
Company regarding compliance of conditions of Corporate
Governance as stipulated under Listing Regulations, including
the management discussion and analysis, and shareholders'
information forms a part of this report.

As required by Regulation 17(8) read with Schedule II Part
B of the Listing Regulations, the Management and CFO of
the Company have given appropriate certifications, inter
alia, confirming the correctness of the financial statements
and cash flow statements, adequacy of the internal control

measures and reporting of matters to the Audit Committee to
the Board of Directors.

Details of the depository system and listing of shares and
Registrar & Share Transfer Agent are given in the section
Shareholder information, which forms a part of the Corporate
Governance Report.

4. Business Responsibility and Sustainability report

Pursuant to Regulation 34(2)(f) of the Listing Regulations
and SEBI circular no. SEBI/LAD-NRO/ GN/2021/2 dated May
5, 2021, your Company provides the prescribed disclosures
in new reporting requirements on Environmental, Social
and Governance ("ESG") parameters called the Business
Responsibility and Sustainability Report ("BRSR") which
includes performance against the nine principles of the
National Guidelines on Responsible Business Conduct and the
report under each principle which is divided into essential and
leadership indicators.

5. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

Details of conservation of energy, technology absorption,
foreign exchange earnings and outgo undertaken by the
Company along with the information in are given in
Annexure
'A'
to the Directors' Report.

6. Directors and Key Management Personnel

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and in terms of the Article of Association
of Company, Mr. Ramesh Chandra Garg (DIN: 00298129),
Whole Time Director is liable to retire by rotation at the ensuing
AGM and being eligible, offer himself for re-appointment. The
proposal regarding his re-appointment is placed for approval
by the shareholders.

As on March 31, 2025, your Company's Board has eight
members. This includes four Executive Directors, and four Non¬
Executive Independent Directors, two of whom are a Woman
Independent Director. You can find details about the Board
and Committee composition, director tenure, and more in the
Corporate Governance Report, which is part of this Annual
Report.

During the year, there were no changes in Directors/ Key
Managerial Personnel.

7. Number of Meetings of the Board and Its Committees

The details of the meetings of the Board of Directors and its
Committees, convened during the financial year 2024-25 are
mentioned under the Corporate Governance Report which
forms a part of this report.

8. Statutory Auditors

Disclosing the details of the Statutory Auditors in the Board's
Report helps ensure transparency and gives shareholders and
other stakeholders confidence in the Company's financial
health and adherence to regulations.

M/s Sanjeev Anand & Associates, Chartered Accountants
(Firm Registration No. 007171C), have been appointed as
the
Statutory Auditors of the Company for a period of five
years, commencing from the conclusion of the
38th Annual
General Meeting (AGM)
until the conclusion of the 43rd
AGM
, to examine and audit the accounts of the Company, on
such remuneration as may be mutually agreed upon between
the Board of Directors of the Company.

The report of the Statutory Auditor forms part of the Integrated
Annual Report and Annual Accounts for FY 2024-25. The said
report does not contain any qualification, reservation, adverse
remark or disclaimer. The Notes on financial statements
referred to in the Auditor's Report are self-explanatory and do
not call for any further comments.

No fraud has been reported by the Auditor under section
143(12) of the Companies Act, 2013 requiring disclosure in the
Board's Report.

9. Secretarial Auditor

The Board has appointed M/s Ravi S Sharma & Associates,
Practicing Company Secretary (FCS - 7336), to conduct
Secretarial Audit for the financial year 2024-25. The Secretarial
Audit Report for the financial year ended March 31, 2025 is
annexed herewith marked as
Annexure 'B' to this Report.

The Secretarial Audit Report for the year does not contain any
qualification or reservation remarks.

In order to comply with the recent amendments of Listing
Regulations Board of Directors of the Company has proposed,
to M/s Ravi S Sharma & Associates, Practicing Company
Secretary (FCS - 7336), to undertake the Secretarial Audit
of the Company for a period of 5 (five) consecutive years,
commencing from the 39th AGM to hold office till the
conclusion of the 44th AGM of the Company, subject to
approval of shareholders, Disclosure regarding appointment
as required under Listing Regulations is provided in the Notice
of the 39th AGM of the Company. Your Board recommends
the appointment of M/s Ravi S Sharma & Associates, Practicing
Company Secretary, as the Secretarial Auditor of the Company,
for a term of five consecutive years.

10. Cost Auditor

In terms of Section 148 of the Companies Act, 2013, 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 Companies Act, 2013.

The Board of Directors of your Company, on the
recommendations made by the Audit Committee has
approved the appointment of Mr. S. R. Kapur, Practicing
Cost Accountant, (M. No. 4926) as the Cost Auditor of your
Company to conduct the audit of cost records for the financial
year 2025-26. The remuneration proposed to be paid to the
Cost Auditor, subject to your ratification at the ensuing 39th
Annual General Meeting.

Your Company has received consent from Mr. S. R. Kapur,
Practicing Cost Accountant, to act as the Cost Auditor for
conducting audit of the cost records for the financial year 2025¬
26 along with a certificate confirming their independence and
arm's length relationship.

The Company has maintained the Cost Records as specified by
the Central Government under Section 148(1) of the Act.

11. Auditor's Reports

The Statutory Auditor's Report to the Shareholders together
with Accounts for the year ended 31st March, 2025 and
notes thereon are attached, which are self-explanatory. The
observations of Statutory Auditors, Secretarial Auditors and
Cost Auditors in their report, read with the relevant Notes to
Accounts are self-explanatory and therefore, do not require
any further explanation.

The Statutory Auditors of the Company have not reported
any fraud as specified under the second proviso of Section
143(12) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in
force). The Auditors' Report for the financial year ended 31st
March, 2025, does not contain any qualification, reservation or
adverse remark.

12. Management Discussion and Analysis

The Management Discussion and Analysis forms an integral
part of this report and gives details of the overall industry
structure, economic developments, performance and state
of affairs of your Company's businesses, internal controls and
their adequacy, risk & concerns, risk management systems and
other material developments etc. during the financial year
2024-25.

13. Public Deposits

Your Company has not invited or accepted any fixed deposits
during the year as per the provisions of Section 73(2) of the

Companies Act, 2013, and the rules made there under and as
such, no amount of principal or interest was outstanding on
the date of the Balance Sheet.

14. Internal Financial Controls

The Board of your Company has laid down internal financial
controls to be followed by the Company and that such internal
financial controls are adequate and operating effectively. Your
Company has adopted policies and procedures for ensuring
the orderly and efficient conduct of its business, including
adherence to the Company's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and
the timely preparation of reliable financial disclosures.

15. Subsidiaries/Joint Ventures/Associate Companies

The Company has 5 subsidiaries as on March 31,2025. During
the year under review, the Board of Directors reviewed the
affairs of material subsidiaries. There has been no material
change in the nature of the business of the subsidiaries.

Further, the report on the performance and financial position
of each subsidiary and salient features of their Financial
Statements in the prescribed Form AOC-1 is annexed to this
Report as
Annexure 'C'.

As per the SEBI Listing Regulations, a policy on material
subsidiaries as approved by the Board of Directors, may be
accessed on the Company's website www.goodluckindia.
com.

16. Independent Directors Declaration

During the financial year 2024-25, the Board of the Company
consists of Mr. Rajiv Goel, Mrs. Rajni Abbi, Mr. Madhur Gupta,
Ms. Charu Jindal as Independent Directors. These Directors
have confirmed that they fulfill all the requirements as
stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as an Independent
Directors under the provisions of the Companies Act, 2013
and the Rules thereunder.

Every Independent Director, at the first meeting of the Board
in which he participates as a Director and thereafter at the first
meeting of the Board in every financial year, gives a declaration
that he meets the criteria of independence as provided under
law.

The Board of Directors confirm that the Independent directors
appointed during the year also meet the criterial of integrity,
expertise and experience in terms of Rule 8 of the Companies
(Accounts) Rules, 2014.

17. Disclosure as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013

Your Board strongly believes in providing a safe and
harassment-free workplace for every individual working in the
Company. It is the continuous endeavour of the Management
to foster an environment that is free from discrimination and
harassment, including sexual arassment, a detailed report
on Sexual Harassment of Women at Workplace disclosed in
the Corporate Governance Report, which forms part of this
Annual Report.

18. Risk Management Policy

In compliance with the requirement of the Companies Act,
2013 the Company has put in place Risk Minimization and
Assessment Procedures. In order to effectively and efficiently
manage risk and address challenges, the Company has
formulated Risk Management Policy.

The objective of any risk identification and assessment process
is to evaluate the combination of likelihood and level of
negative impacts from an event. The three main components
of risk assessment are business risk, service/operational risk
and external risk.

The Company manages the risk in line with current risk
management best practices. This facilitates the achievement
of our objectives, operational effectiveness and efficiency,
protection of people and assets, informed decision-making
and compliance with applicable laws and regulations.

19. Change in The Nature of Business

In pursuance to Rule 8(5) of Companies (Accounts) Rules,
2014, there is no change in the nature of business of Company.

20. Material Orders

In pursuance to Rule 8(5) (vii) of Companies (Accounts) Rules,
2014, there were no significant or material orders were passed
by the Regulators or Courts or Tribunals during the financial
year 2024- 25 which would impact the going concern status
and Company's operations in future.

21. Particulars of Loans Given, Investments Made,
Guarantees Given and Securities Provided

Particulars of loans given, investments made, guarantees given
and securities provided along with the purpose for which the
loan or guarantee or security is proposed to be utilized by the
recipient are provided in the financial statements.

22. Familiarization Programme for Board Members

The Board members are provided with necessary documents,

reports and internal policies to enable them to familiarize
with the Company's procedures and practices. Periodic
presentations are made at the Board and Board Committee
Meetings, on business and performance updates of the
Company. The details of such familiarization programmes
for Independent Directors are posted on the website of the
Company and can be accessed at the link https://www.
goodluckindia.com.

23. Policy on Related Party Transactions

All Contracts/transactions/arrangements entered into by the
Company during the financial year with the Related Parties
were in ordinary course of business and on an arm's length
basis and in accordance with the provisions of the Companies
Act, 2013, read with the Rules issued thereunder and the
Listing Regulations. Further, there were no transactions with
related parties which qualify as material transactions under
the Listing Regulations.

All transactions with related parties were reviewed and
approved by the Audit Committee. Omnibus approval is
obtained for un-foreseen transactions. Subsequently on a
quarterly basis the transactions are presented to the Audit
Committee, specifying the nature, value and terms and
conditions of the same.

The Company has made transactions with related parties
pursuant to Section 188 of Companies Act, 2013. The
particulars of material contracts or arrangements with related
parties referred to in sub-section (1) of section 188 in the Form
AOC-2 is annexed herewith as
Annexure 'D'.

The Company has formulated a policy on materiality of related
party transactions and also on dealing with Related Party
Transactions which has been uploaded on the Company's
website at the weblink: https://www.goodluckindia.com.

24. Policy on appointment and remuneration to be paid to
Directors, Key Managerial Personnel (KMP) and other
employees and criteria formulated by the Committee
for determining qualification, attributes, Independence
of a director

The Board has adopted a policy, on remuneration to be paid
to Directors, Key Managerial Personnel and other employees
and Criteria for Appointment of Directors. The objective of
the policy is to define the criteria for qualification, qualities
and characteristics for the Board as a whole and to ensure
that Executive/Non-Executive Directors and Key Managerial
Personnel are sufficiently compensated for their performance.

Policy on appointment of Directors

The Composition and strength of the Board of Directors

("the Board") of the Company is subject to the provisions of
the Companies Act, 2013, Listing Regulations and Articles
of the Association of the Company. The Nomination and
Remuneration Committee is responsible for evaluating the
qualifications of each candidate to be appointed as Director
on the Board. In general, it is expected from a Director to
possess appropriate skills, experience and knowledge in one
or more fields of finance, law, management, sales, marketing,
administration, research, corporate governance, technical
operations or other disciplines related to the Company's
business or in the area of his expertise and to have ample
experience and a proven record of professional success,
leadership and the highest level of personal and professional
ethics, integrity and values.

Remuneration Policy

Non-Executive Independent Directors may receive sitting
fees for attending the Meeting of the Board and Committees
thereof. The Executive Directors and other employees are
paid remuneration by way of salary, perquisites, allowances.
Perquisites and retirement benefits are paid as per the
Company policy. The remuneration of Executive Directors,
as recommended by the Nomination and Remuneration
Committee, is approved and further recommended by Board
of Directors to the Members for approval. Remuneration
and annual pay of Executive Directors and employees is
determined keeping in view the industry benchmark and the
relative performance of the Company.

Criteria for Determining Qualifications, Positive
Attributes & Independence of Director

A director shall possess appropriate skills, experience and
knowledge in one or more fields of finance, law, management,
sales, marketing, administration, research, corporate
governance, operations or other disciplines related to the
company's business or in the area of his expertise.

A director shall be a person of integrity, who possesses
relevant expertise and experience and who shall uphold
ethical standards of integrity and probity; act objectively
and constructively; exercise his responsibilities in a bona-fide
manner in the interest of the company; devote sufficient time
and attention to his professional obligations for informed
and balanced decision making; and assist the company in
implementing the best corporate governance practices.

Directors should be free to present their view point
independently, Company has also adopted to conduct the
separate meeting of the independent Directors, which will
ensure that the independent directors of the Company
can review the performance of the Board and Chairman.

Moreover, the Directors should meet the other requirements
of the Companies Act, 2013 and Regulation 16(1) (b) of
Listing Regulations concerning independence of directors. A
complete Remuneration Policy is available Company's website
at the weblink: https://www.goodluckindia.com .

25. Evaluation of the Board's Performance

In terms of the requirement of the Companies Act, 2013 and
the Listing Regulations, an annual performance evaluation of
the Board is undertaken where the Board formally assesses its
own performance with the aim to improve the effectiveness
of the Board and the Committees. During the year, Board
evaluation cycle was completed by the Company internally
which included the evaluation of the Board as a whole, Board
Committees and the Peer evaluation of the Directors. The
exercise was carried out through a structured evaluation to
evaluate the performance of individual directors including the
Board Chairman along with the Chairman of the Nomination
and remuneration Committee of the Company. The evaluation
process focused on various aspects of the functioning of
the Board and Committees, experience and competencies,
performance of specific duties and obligations, governance
issues, etc.

The evaluation of Independent Directors was carried out
by the entire Board and that of the Chairman and the Non¬
Independent Directors were carried out by the Independent
Directors.

The performance of the Board was evaluated on the basis
of the criteria such as the Board composition and structure,
effectiveness of Board process, information and functioning
etc. The performance of the committees was evaluated on the
basis of the criteria such as the composition of the committees,
effectiveness of committee meetings, etc. The Board and
Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the
criteria such as the contribution of individual director to the
Board and committee meetings like preparedness on the issue
to be discuss meaningful and constructive contribution and
inputs in meetings, etc.

The Directors were satisfied with the evaluation results,
which reflected the overall engagement of the Board and its
Committees with the Company.

In the coming year, the Board intends to enhance focus on
diversity of the Board through the process of induction of
members having industry expertise, strategic plan, exploring
the new drivers of growth and further enhancing engagement
with investors.

26. Corporate Social Responsibility Initiatives

In compliance with Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility
Policy) Rules 2014, the Company has established Corporate
Social Responsibility (CSR) Committee and statutory
disclosures with respect to the CSR Committee and an Annual
Report on CSR Activities forms part of this Report as Annexure
'E. The CSR Policy may be accessed on the Company's website
at the weblink: https://www.goodluckindia.com.

27. Buy Back of Securities

The Company has not bought back any of its securities during
the year under review.

28. Transfer to reserves

The Board opted not to propose any transfer to reserve at
this time, choosing instead to allocate resources toward
opportunities that may foster growth and resilience in the
future. The decision reflects a careful consideration of our
current needs and a strategic approach.

29. Vigil Mechanism

The Company is committed to adhere to the highest standards
of ethical, moral and legal conduct of business operations.
To maintain these standards, the Company encourages its
employees who have concerns about suspected misconduct
to come forward and express these concerns without fear
of punishment or unfair treatment. A Vigil (Whistle Blower)
mechanism provides a channel to the employees and
Directors to report to the management concerns about
genuine concerns or grievances, unethical behavior, actual or
suspected fraud or violation of the Codes of conduct or legal
or regulatory requirements incorrect or misrepresentation
of any financial statements and reports, etc. The detail vigil
mechanism may be accessed on the Company's website at
the weblink: https://www.goodluckindia.com.

30. Annual Return

Pursuant to Section 134(3)(a) and 92(3) of the Act, the Annual
Return for financial year 2024-25 of the Company has been
placed on the website of the Company at https://www.
goodluckindia.com/shareholder-information.php.

31. Particulars of Employees

Particulars of employees and the ratio of the remuneration
of each director to the median employee's remuneration and
other details in terms of Section 197 of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
attached herewith as
Annexure 'F'.

32. Payment of Listing Fees

Annual listing fee for the year 2024-25 has been paid by the
Company to the stock exchanges where the company is listed,
i.e., BSE Ltd. and National Stock Exchange Limited.

33. Material Changes and Commitments Affecting the
Financial Position of the Company as on 31st March
2025

During the year, there was no change in the general nature of
business of your Company. Except as disclosed elsewhere in
this Report, no material change or commitment has occurred
which would have affected the financial position of your
Company between the end of the financial year to which
the financial statements relate and the date of the report. No
significant and material order was passed by the regulators
or courts or tribunals which would have impacted the going
concern status and your Company's operations in future.
Your Company has not made any provision of money for the
purchase of, or subscription for, shares of your Company or
its holding company, to be held by or for the benefit of the
employees of your Company and hence the disclosure as
required under Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014 is not required. No fraud took place
in the Company during the year and hence, no such reporting
was made to the Audit Committee and the Board under Rule
13(3) of the Companies (Audit and Auditors) Rules, 2014.

34. Details of application pending under Insolvency and
Bankruptcy Code, 2016

During the year under the review, there has been no
application made or proceeding pending in the knowledge
of the company under the Insolvency and Bankruptcy Code,
2016.

35. One-time Settlement

There is no instance for one-time settlement with Banks or
Financial Institutions. Hence, there is no question 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.

36. Compliance with the provision of Maternity Benefit Act
,1961

The Company is in compliance with the provisions of the
Maternity Benefit Act, 1961, as amended by the Maternity
Benefit (Amendment) Act, 2017. All eligible women employees
have been extended maternity leave and other applicable
benefits as prescribed under the Act.

37. Secretarial Standard

The Directors state that the applicable Secretarial Standards i.e.,

SS-1 and SS-2, issued by the Institute of Company Secretaries
of India, relating to Meetings of Board of Directors and General
Meetings respectively, have been duly complied with.

38. Statement of deviation or variation

In accordance with Regulation 32 (4) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Board confirms that there has been no deviation or
variation in the utilisation of proceeds from the preferential
issue of equity shares. The funds were utilised for the purposes
stated in the notice of the general meeting approving the
issue.

The Audit Committee has reviewed the statement of utilisation,
and the Board has taken note of the same.

39. Directors Responsibility Statement

As stipulated in Section 134(3) (c) of Companies Act, 2013, your
Directors subscribe to the "Directors Responsibility Statement"
and confirm as under:

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

b. That 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 & fair view of the state of affairs of the Company at the
end of Financial Year 2024-25 and of the Profit & Loss A/c
of the Company for that period.

c. That the directors have taken proper and sufficient care
of 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 have prepared the annual accounts on a
going concern basis.

e. The directors, in case of a listed company, 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 systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

40. Appreciation

Your Directors wish to thank and acknowledge with gratitude
for assistance and co-operation received from the financial
institutions, banks, government authorities, customer, vendors,
and members during the year under review. Your directors also
wish to place on record their deep sense of appreciation for
the committed services by the executives, staff and workers of
the company.

On behalf of the Board of
Directors

M. C. GARG

Chairman

Date: 29.08.2025
Place: Ghaziabad