Godha Cabcon and Insulation Ltd Directors Report

Dear Shareholders,

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

1. FINANCIAL REVIEW

Your Companys performance for the year ended 31st March, 2025 is as follows

(Amount in Lakhs)

	Year ended on March 31, 2025	Year ended on March 31, 2024
Gross Total Income	17948.89	1800.26
Total Expenditure	(17023.62)	(1671.77)
Profit / (Loss) before extraordinary item and tax	925.27	128.49
Profit before tax	925.27	128.49
Tax Expenses
- Current Tax	234.43	9.30
- Deferred Tax (Reversal)	(26.30)	68.34
-Earlier Year Tax		-
Profit after tax for the period	717.14	50.85
Earning per Equity shares:
-Basic	0.08	0.02
-Diluted	0.08	0.02

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 years 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 05th 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 30th 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 5th May 2024 & 30th 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. JeweHery& 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. 31st 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 8th 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 8th August 2025 to NSE.

• Conversion of Warrant 29th 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 recived from NSE on 24th October 2024.

31st 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 recived from NSE on 5 th June 2025.

6th 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 recived from NSE on 10th 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 30th December 2024.

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

• Name Change of Company

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

Shareholders approval for the name change has been recived on Friday, 8th 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 -

S. No	Name	Designation	DIN	Date of Appointm ent	Date of Resignatio n
1	Mr. Diwakar Sharma	Mananging Director	10469285	27/01/2024	03/04/2025
2	Mr. Rajesh Pipalwa	Non Executive Non Independent Director	06682701	27/01/2024	08/04/2025
3	Mrs.Mayuri Bipinbhai Rupareliya	Independent Director	09696908	01/04/2024	26/06/2025
4	Mr. Nikhil Vasantbhai Gajjar	Independent Director	07557645	01/04/2024	30/06/2025
5	Mr. Vinodbhai Rajabhai Bhadarka	Independent Director	09829560	01/04/2024	13/06/2025
6	Mr. Dipesh Godha	Executive Director	07529876	04/10/2016	13/11/2024
7	Mr. Archana Gulia	Non Executive Independent Director	09816488	24/01/2023	18/05/2024
8	Mr.Tathagata Sarkar	Managing Director	08601775	03/04/2025	-
9	Mr.Pratikkumar Ketanbhai Patel	Non Executive Non Independent Director	11052043	14/04/2025
10	Mr.Hardikkumar Joitaram Patel	Non Executive Non Independent Director	11100304	22/05/2025
11	Mr. Brij eshkumar Prahladbhai Patel	Non Executive Independent Director	10877543	19/06/2025
11	Mr. Swami Dhanrajpuri Jayendrapuri	Non Executive Independent Director	10822468	08/07/2025
12	Mrs. Rupinder Manjotsingh Oberoi	Non Executive Independent Director	09200309	08/07/2025

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:

S.No	Name	Designation	Date of Appointment	Date of Resignation
1	Mr. Dipesh Godha	Chief Executive Officer(CEO)	26/10/2017	13/11/2024
2	Mr.Diwakar Sharma	Chief Financial Officer (CFO)	01/04/2024	03/04/2025
3	Mr.Ankit Gupta	Company Secretary (CS)	01/04/2024	12/04/2025
4	Mr.Tathagata Sarkar	Chief Financial Officer (CFO)	22/05/2025
5	Mr. Aditi Garg	Company Secretary (CS)	26/08/2025

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 13th 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 12th 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 14th 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 14th 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 19th August 2025.

Board received the resignation of M/s. J S Shah & Co. Chartered Accountants (Firm Reg. No 132059W) on 22nd 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 26th 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:-

Details of Audit Qualification (Disclaimer of Opinion	1. The company has unsecured loans amounting to 7093.50 Lacs. Management has not charged interest on these loans, and relevant agreements along with cross-confirmations are not available. In the absence of valid agreements and necessary confirmations, the accuracy of the balances and their interest-free status could not be verified, potentially impacting the fair presentation of liabilities and interest expenses.
	2.Balance of GST Credit Receivables 220.05 Lacs pending for GST reconciliation. Reconciliation with the GST Online Portal has not been carried out, affecting the accuracy of GST Input Credit and the liability towards the government.
	3.The company has trade payables amounting to 6644.84 Lacs; however, the bifurcation of Micro, Small, and Medium Enterprises (MSME) creditors has not been provided. Non-disclosure of MSME classification contravenes the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006, impacting regulatory compliance and financial transparency.
	4.Outstanding balances of Rs.835.26 Lacs with certain suppliers remain unconfirmed. Absence of confirmations from these suppliers affects the reliability of liabilities disclosed in the financial statements.
	5.A loan amounting to Rs.500.00 Lacs remains unconfirmed from certain lenders. The absence of loan confirmations impacts the reliability of liabilities and financial disclosures.
	6.An outstanding receivable balance of Rs.174.45 Lacs is reported with no transactions during the year, and balance confirmation is not available. In the absence of crossconfirmation, the balance may be misstated, affecting the fair representation of financial positions.
	7.We are in receipt of certain sales invoices; however, they are not supported with E-Way bills, Delivery Challans, or Transportation details. In the absence of these critical documents, we are unable to comment on the genuineness of the transactions.
	8.With respect to purchases, the company has not provided Goods Inward Reports. Further, the company does not own or lease any godown facilities, raising concerns over the storage of inventory. Management claims that the goods are traded directly from suppliers to customers without being held in the companys possession; however, in the absence of evidence, we are unable to verify this assertion.
	9.The company has not maintained a Fixed Assets Register. The absence of a fixed asset register impairs our ability to verify the existence, condition, and valuation of the assets held by the company.
Managements Reply	l.Steps have been initiated to draft formal agreements and secure necessary confirmations to ensure proper documentation and accuracy of unsecured loan balances.
	2.Work is underway to reconcile GST credits with the GST portal, and the company is prioritizing this to ensure complete accuracy of GST records.
	3.Efforts are being made to compile updated MSME details of all vendors to comply with the MSMED Act and enhance reporting standards.
	4.The company is actively engaging with suppliers to obtain balance confirmations and strengthen the reliability of its financial records.
	5.Action has been taken to reach out to lenders, and formal confirmations are expected shortly to ensure transparency in loan disclosures.
	6.The process of obtaining confirmation and verifying this long-standing receivable is in progress to ensure accuracy of financial reporting.
	7.A structured review of sales records is ongoing, with efforts to attach all necessary E-Way bills, delivery challans, and transportation details for better traceability.
	8.The company has started strengthening its documentation for purchases and inventory management, ensuring clear evidence of its trading practices.
	9.Development of a detailed Fixed Assets Register has been initiated to ensure thorough verification and record-keeping of all assets.

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 Companys 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 09th 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 arms 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 Boards report.

33. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Directors will be introduced to all the Board members and the senior managementpersonnel 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 12th 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. AUDITORS 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 Companys 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 ALONGWITH 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
Date: August 26,2025 Place: Indore	Sd/- Tathagata Sarkar Managing Director DIN: -08601775	Sd/- Pratikkumar Ketanbhai patel Director DIN: - 11052043