TO THE MEMBERS OF

GOEL CONSTRUCTION COMPANY PRIVATE LIMITED

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

1. Financial Highlights:

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

(In lakhs.)

2. State of company affairs:

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

3. Annual Return:

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

4.1 Number of meetings of board:

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

4.2 Meeting of Members:

5. Directors Responsibility Statement:

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

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

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

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

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

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

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

6. Declaration by Independent Directors:

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

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

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

8.1 Statutory Auditors & their Report:

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

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

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

8.2 Cost Auditor:

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

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

8.3 Secretarial Audit:

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

8.4 Internal Auditor:

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

9. Particulars of Loans, Guarantees and Investments :

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

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

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

10. Related Part ¦>• Transactions;

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

11. Change in Nature of Business:

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

12. Share Capital:

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

13. Transfer to reserve:

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

14. Dividend:

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

15. Human Resources:

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

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

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

17. Energy conservation. technology absorption & Foreign Exchange Earnings and Outgo:

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

• Foreign Exchange earnings and outgo

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

18. Business Risk Management:

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

19. Directors:

There were changes in the constitution of board during the year and the changes are as:

Directors as on 31.03.2024 are as follows

20. Deposits:

The company has not accepted any deposits during the year.

21. Disclosure relating to the provision of Section 73 of Companies Act 2013 read with rule (2) (1)(c)(viii) of The Companies (Acceptance of Deposit) Rules 2014 :

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

1. Amount received by directors:

Further, the loan taken form relative(s) of the director(s) during the year are detailed below:

2. Amount received by directors Relatives:

22. Corporate Social Responsibilities 'CSR):

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

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

Further, the brief CSR policy.

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

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

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

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

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

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

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

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

23. Board Evaluation :

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

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

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

25. Internal control systems and their adequacy:

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

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

26. Composition of Audit Committee:

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

27. Information Pursuant To Rule-5 Of The Companies (Appointment And Remuneration) of Managerial Person. Rule, 2014 Of The Companies Act, 2013:

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

28. Vigil Mechanism / Whistle Blower Policy:

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

29. Information about Subsidiary/JV/ Associate Company :

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

30. Consolidated Financial Statements;

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

31. Significant and Material Orders Passed B The Regulators Or Courts:

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

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

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

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

33. Fraud Reporting;

No frauds found which have been reported by the auditors.

34. Details of proceedings under Insolvent and Bankruptcy Code 2016:

No application is made and/or no proceedings are pending under Insolvency and Bankruptcy Code, 2016 in favor and/or against the Company during the year and after the end of the financial year till the signing of this Board Report.

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

The said provisions are not applicable to the company.

36. Credit Rating of Securities

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

37. Cautionary Statement:

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

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

38. Acknowledgement:

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