Goel Construction Company Ltd Directors Report

To the Members,

The Board of Directors are pleased to present the 29th Board Report of Goel Construction Company Limited (CIN: L45201RJ1997PLC013937) formerly known as Goel Construction Company Private Limited ("the Company"), together with the Audited Financial Statements for the Financial Year ended March 31,2026.

1. FINANCIAL SUMMARY:

(Rs. in Lakhs)

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
Revenue from Operations	65,729.65	58,998.45
Other Income	798.18	435.90
Total Income	66,527.83	59,434.35
Total Expenditure other than Finance Cost and Depreciation and Amortisation	58,402.42	53,207.95
Profit Before Finance Cost and Depreciation and Amortisation, Tax	8,125.41	6,226.40
Depreciation and Amortisation Expenses	898.23	758.45
Finance Cost	1,019.73	323.11
Profit before tax	6,207.45	5,144.84
Current Tax	1,539.25	1,280.46
Deferred tax	42.37	32.13
Profit for the year	4,625.83	3,832.25

2. STATE OF COMPANYS AFFAIRS AND REVIEW OF OPERATIONS:

Standalone revenue from operations stood at R 65,729.65 Lakhs in Financial Year 2025-26 which is 11.41% higher than the revenue from operations of R 58,998.45 Lakhs reported in Financial Year 2024-25.

The Company recorded Profit Before Tax of R6,207.45 lakhs and Profit After Tax of R4,625.83 lakhs during Financial Year 2025-26 as against Profit Before Tax of R5,144.84 lakhs and Profit After Tax of R3,832.25 lakhs, respectively, in Financial Year 2024-25.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

Throughout the financial year under review, the Company continued its primary business activity of civil construction. There was no change in the nature of business of company.

The Board of Directors remains confident in the Companys strategic direction and operational capabilities. With a focus on growth and efficiency, they are hopeful for an enhanced performance and a rise in revenue in the forthcoming financial year.

4. DIVIDEND:

In order to conserve the resources for long run working capital requirement and expansion of business, the Board of Directors has not recommended any Dividend for the financial year ended March 31,2026.

5. GENERAL RESERVES:

During the period under review the Company has not transferred any amount to the General Reserves for the financial Year ended March 31, 2026.

6. LISTING FEES:

The Equity Shares of the Company is listed on BSE (SME Platform) Limited and the Company has paid the applicable listing fees to the Stock Exchange for the FY 2026-27.

7. ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of Annual

Return is available on the website of the Company viz; https://goelconstruction.co.in.

8. SHARE CAPITAL:

• Authorised Share Capital:

During the financial year under review, there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital of your Company as on March 31, 2026 is Rs. 20,00,00,000/- (Rupees Twenty Crore only) comprising of 2,00,00,000 (Two Crore only) equity shares of the face value of Rs 10 (Ten Rupees).

• Issued and Paid-Up Share Capital:

During the financial year under review, the Company successfully completed its Initial Public Offer (IPO) and the equity shares of the Company were listed on the BSE SME Platform. Pursuant to the IPO, the Company allotted 30,84,400 (Thirty Lakh Eighty-Four Thousand Four Hundred) equity shares of face value Rs. 10/- each.

Out of the above, 44,400 (Forty-Four Thousand Four Hundred) equity shares were allotted to eligible employees under the Employee Reservation Portion at a price of ?253/- per equity share (including premium), after offering a discount of Rs. 10/- per equity share. The remaining 30,40,000 (Thirty Lakh Forty Thousand) equity shares were allotted to other categories of investors, including Qualified Institutional Buyers (QIBs), Non- Institutional Investors (NIIs) and Individual Investors, at the issue price of ?263/- per equity share (including premium).

Consequent to the aforesaid allotment, the Issued, Subscribed and Paid-Up Equity Share Capital of the Company increased from ?11,36,52,000/- (Rupees Eleven Crore Thirty-Six Lakh Fifty-Two Thousand Only) comprising 1,13,65,200 equity shares of Rs. 10/- each to ?14,44,96,000/- (Rupees Fourteen Crore Forty-Four Lakh Ninety-Six Thousand Only) comprising 1,44,49,600 equity shares of Rs. 10/- each as on March 31,2026.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The leadership framework of any company is built upon its Board of Directors and Key Managerial Personnel (KMP). Together, they guide the organization toward achieving its strategic goals while maintaining regulatory compliance and ethical standards.

a. Composition of Board:

The Board of Directors of the company comprises of 6 (Six) Directors, consisting of 1 (One) Managing Director, 1 (One) Whole-Time Director, 1 (One) Executive Director and 3 (Three) Non-Executive Independent Directors including 1(One) Independent Women Director. The constitution of the Board of the Company is in accordance with the provisions of the Companies Act, 2013.

The Board of Directors of your Company comprises of the following Directors, as on March 31st, 2026: -

Sr. No.	Name of the Director	Designation
1.	Mr. Purushottam Dass Goel (DIN: 01134075)	Chairman-cum- Managing Director
2.	Mr. Arun Kumar Goel (DIN: 00272592)	Whole-time Director
3.	Ms. Soni Goel (DIN: 10894599)	Executive Director
4.	Mr. Mahesh Chandra Agrawal (DIN: 00062259)	Non-Executive Independent Director
5.	Ms. Sakshi Agarwal (DIN: 10811317)	Non-Executive Independent Director
6.	Mr. Sushil Kumar Wali (DIN: 00044890)	Non-Executive Additional Director (Independent)

b. During the financial year under review, the following changes took place in the composition of the Board of Directors of the Company:

• Ms. Soni Goel (DIN: 10894599) was appointed as an Additional Director of the Company by the Board of Directors with effect from July 1,2025. Subsequently, the Members of the Company approved her appointment as a Director at the Annual General Meeting held on August 30, 2025

• Mr. Sushil Kumar Wali (DIN: 00044890) was appointed as an Additional Director in the category of Non- Executive Independent Director with effect from March 18, 2026.

• Mr. Chaman Lal (DIN: 10811352) resigned from the office of Non-Executive Independent Director of the Company with effect from March 18, 2026 due to his pre-occupation and other commitments elsewhere. The Board places on record its sincere appreciation for the valuable guidance and contribution rendered by him during his association with the Company.

c. Director retiring by rotation:

Pursuant to section 149(13) of the Act and Articles of Association of the Company, all Directors except Independent Directors are liable to retire by rotation.

Pursuant to the provisions of Section 152(6) of the Act, Mr. Purushottam Dass Goel (DIN: 01134075), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offered himself for re-appointment.

Such retirement and re- appointment as Director do not affect his current role as a Chairman-cum-Managing Director of the Company and he shall continue to hold their office as a Chairman-cum-Managing Director.

Based on the recommendation of Nomination & Remuneration Committee, the Board has recommended for the approval of the Members, re-appointment of Mr. Purushottam Dass Goel (DIN: 01134075) at the ensuing Annual General Meeting. A brief profile of Mr. Purushottam Dass Goel and other requisite information are provided as part of the Notice of AGM.

d. Key Managerial Personnel (KMP):

During the financial year under review, there has been no change in the composition of the Key Managerial Personnel (KMP) of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company as on the date of this report are:

Sr No.	Name of the Key Managerial Personnel	Designation
1.	Mr. Purushottam Dass Goel (DIN: 01134075)	Chairman-cum- Managing Director
2.	Mr. Arun Kumar Goel (DIN: 00272592)	Whole Time Director
3.	Mr. Natwar Lal Ladha	Chief Financial Officer
4.	Ms. Surbhi Maloo	Company Secretary & Compliance Officer

e. Disclosures by Directors:

The Board of Directors have submitted their notice of interest in Form MBP 1 under Section 184(1) as well as Declaration by Directors in Form DIR 8 under Section 164(2) of the Companies Act, 2013 and other relevant declarations as to compliance with the Companies Act, 2013.

f. Independence & Other Matters Pertaining to Independent Directors

The Independent Directors are Non-Executive Directors as defined under Regulation 16(1 )(b) of the SEBI Listing Regulations and Section 149(6) of the Act. The Company has received requisite declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations.

In terms of Section 150 of the Companies Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014.

Following are the Non-Executive Independent Directors as on March 31, 2026: -

1. Mr. Mahesh Chandra Agrawal (DIN: 00062259)

2. Ms. Sakshi Agarwal (DIN: 10811317)

3. Mr. Sushil Kumar Wali (DIN: 00044890)

As stipulated by the Code for Independent Directors under Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, a separate meeting of the Independent Directors of the Company was held on 26.08.2025; and 18.03.2026 to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory.

g. Number of Meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide the business policy and strategies of the Company. The date of meetings of the Board of Directors and Committee are informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The notice and agenda of the Board/ Committee meetings is circulated in accordance with the provisions of the Secretarial Standard on meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the period under review 18 (Eighteen) Meetings of the Board of Directors were held as per following:

29.04.2025, 16.05.2025, 09.06.2025, 18.06.2025

01.07.2025, 22.07.2025, 30.07.2025, 22.08.2025

26.08.2025, 01.09.2025, 05.09.2025, 08.09.2025

25.10.2025, 05.11.2025, 28.11.2025, 19.12.2025

21.01.2026 and 18.03.2026.

The details of attendance of each Directors at the Board Meetings are given below;

Directors Attendance Record for the year ended 31st March, 2026

S. No.	Name of Directors	DIN	No. of Board Meetings held during the year	No. of Board Meetings entitled to attend	No. of Board Meetings attended	Attended the last AGM held on 30.08.2025
1	Mr. Purushottam Dass Goel	01134075	18	18	18	Yes
2	Mr. Arun Kumar Goel	00272592	18	18	18	Yes
3	Ms. Soni Goel1	10894599	18	13	9	Yes
4	Mr. Mahesh Chandra Agrawal	00062259	18	18	2	Yes
5	Ms. Sakshi Agarwal	10811317	18	18	8	Yes
6	Mr. Chaman Lal2	10811352	18	18	2	No
7	Mr. Sushil Kumar Wali3	00044890	18	1	0	NA

1 Appointed as an Additional Director effective from 01st July, 2025 and regularized as Director at the Annual General Meeting held on 30th August, 2025.

2 Resigned from the office of Non-Executive Independent Director effective from 18th March, 2026

3 Appointed as an Additional Director (Non-Executive Independent Director) effective from 18th March, 2026

The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Companies Act, 2013.

10. ANNUAL EVALUATION OF THE BOARD

Pursuant to Section 134(p) and Section 178(2) of the Companies Act, 2013 and applicable provisions of SEBI (LODR) Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A separate meeting of Independent Directors was held without the presence of any Non-Independent Directors to discuss, inter-alia, the performances of Non-Independent Directors, the Board as a whole and the Chairman, taking into consideration the views of Executive Directors and Non-Executive Directors. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated.

11. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The criteria for directors appointment have been set up by the Nomination and Remuneration Committee, which includes criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub section (3) of Section 178 of Companies Act, 2013 ("the Act"). The policy on remuneration and other matters provided in Section 178(3) of the Act is available on the Companys website at https://goelconstruction.co.in. It is affirmed that the remuneration paid to the directors is as per the terms set out in the Nomination & Remuneration Policy of the Company.

12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time are annexed at Annexure - A and form a part of this Report.

Particulars of the employee as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report. However, in pursuance of Section 136(1) of the Companies Act, 2013, this report is being sent to the shareholders of the Company excluding the said remuneration. A statement showing the names and other particulars of the employees drawing remuneration over the limits set out in the said Rules forms part of this Report. The said information is available for inspection at the registered office of the Company during working hours up to the date of the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

13. LISTING OF EQUITY SHARES

During the year under review, Equity shares of your Company got listed on the BSE SME Platform on September 09, 2025. The Company obtained in principal approval from BSE (SME Platform) on June 20, 2025

14. INITIAL PUBLIC OFFER & CONSEQUENT LISTING OF SHARES ON SME EXCHANGE OF BSE LIMITED

During the financial year under review, the Company successfully completed its Initial Public Offer (IPO) comprising a Fresh Issue of 30,84,400 (Thirty Lakh Eighty-Four Thousand Four Hundred) Equity Shares and an Offer for Sale of 7,23,600 (Seven Lakh Twenty-Three Thousand Six Hundred) Equity Shares, aggregating to 38,08,000 (Thirty-Eight Lakh Eight Thousand) Equity Shares of face value Rs. 10/- each.

The Equity Shares were offered at a price of ?263/- per Equity Share (including a premium of ?253/- per Equity Share), except for 44,400 Equity Shares allotted to eligible employees under the Employee Reservation Portion, which were allotted at a price of ?253/- per Equity Share after offering a discount of Rs. 10/- per Equity Share.

The Equity Shares were allotted in the following manner:

• 10,62,000 Equity Shares to Anchor Investors;

• 7,22,800 Equity Shares to Qualified Institutional Buyers (excluding Anchor Investors);

• 5,37,200 Equity Shares to Non-Institutional Investors (HNI Category);

• 12,51,200 Equity Shares to Retail Individual Investors;

• 1,90,400 Equity Shares to the Market Maker; and

• 44,400 Equity Shares under the Employee Reservation Portion.

Pursuant to the successful completion of the IPO, the Equity Shares of the Company were listed and admitted to dealings on the SME Platform of BSE Limited on 9th September, 2025 and the Company became a publicly listed company.

The Net IPO Proceeds amounts to Rs. 7,452.75 Lakhs. The object of the same are as follows:

Amount (Rs. in Lakhs)

Sr. No.	Object as disclosed in offer Document	Amount disclosed in offer document	Revised amount	Actual utilized amount	Unutilized Amount as on 31 March 2026
1.	Capital expenditure towards purchase of additional equipments and fleets	4,174.38	4,174.38	2,772.04	1,402.34
2.	Repayment / prepayment of certain outstanding borrowings availed by our Company	2,305.25	2,305.25	2,305.25	-
3.	General Corporate Purpose	973.12	976.04	976.04	-
Total		7,452.75	7,455.67	6,053.33	1,402.34

UTILIZATION OF IPO FUND: The funds raised by the company through Initial Public Offer is utilized for the purpose for which the amount is raised as mentioned in the prospectus and there was no deviation or variation in the Utilization of IPO Fund in accordance to SEBI (LODR) Regulation, 2015.

15. DEMATERIALIZATION

The Equity Shares of the Company are in Dematerialization mode as on March 31,2026. The ISIN of the Equity Shares of your Company is INE0ZOM01013.

16. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

During the financial year under review, the Company did not have any Subsidiary, Joint Venture or Associate Company within the meaning of the Companies Act, 2013. Accordingly, the provisions relating to disclosure of particulars of Subsidiary, Joint Venture and Associate Companies are not applicable to the Company.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure "B".

18. COMMITTEES OF THE BOARD

The Board has constituted various committees to focus on specific functional areas and to assist in the effective discharge of its responsibilities. These committees operate within the framework of authority delegated to them by the Board and are empowered to make informed decisions and recommendations on matters falling within their respective domains.

The Board of directors have constituted the following committees in respect of their roles and responsibilities: -

a. Audit Committee

The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013, to function in accordance with terms of reference specified by Board in writing in pursuance of sub-section (4) of section 177 of the Act and Regulation 18(3) of the SEBI (LODR) Regulation, 2015.

The Audit committee of the company has conducted 9 (Nine) meetings during the financial year under review. The composition of the Audit Committee and the details of meetings attended by its members are given below;

Sl. No.	Name of the Directors	Position	No. of meetings attended	Date of meetings
1	Mr. Mahesh Chandra Agrawal (DIN: 00062259)	Chairperson	6 out of 9	29.04.2025, 18.06.2025, 30.07.2025, 26.08.2025, 25.10.2025, 05.11.2025, 11.11.2025, 21.01.2026, 18.03.2026
2	Ms. Sakshi Agarwal (DIN: 10811317)	Member	9 out of 9
3	Mr. Purushottam Dass Goel (DIN: 01134075)	Member	9 out of 9

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations.

The Nomination and Remuneration committee of the company has conducted 4 (Four) meetings during the financial year under review. During the financial year the Nomination and Remuneration Committee reconstituted in the Board Meeting held on March 18, 2026. The composition of the Committee and the details of meetings attended by its members are given below;

Sl. No.	Name of the Directors	Position	No. of meetings attended	Date of meetings
1	Mr. Mahesh Chandra Agrawal1 (DIN: 00062259)	Chairperson	4 out of 4	01.07.2025, 26.08.2025, 25.10.2025, 18.03.2026
2	Ms. Sakshi Agarwal (DIN: 10811317)	Member	4 out of 4
3	Mr. Chaman Lal2 (DIN: 10811352)	Member	1out of 4
4	Mr. Sushil Kumar Wali3 (DIN: 00044890)	Member	NA

1 Appointed as Chairperson of the Nomination and Remuneration Committee with effect from 18th March, 2026.

2 Ceased to be Chairperson/Member of the Nomination and Remuneration Committee consequent to resignation as Director with effect from 18th March, 2026.

3 Appointed as Member of the Nomination and Remuneration Committee with effect from 18th March, 2026.

The function of the Nomination and Remuneration Committee ("NRC") is to oversee the Companys nomination process for the Board and senior management and specifically to assist the Board in identifying, screening and reviewing individuals qualified to serve as Executive Directors, Non-Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in its Nomination and Remuneration Policy. The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013, has been published on the Company website at https://goelconstruction.co.in.

c. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is duly constituted in accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations. During the financial year the StakeholdersRelationship Committee reconstituted in the Board Meeting held on March 18, 2026. The Stakeholders Relationship Committee conducted 2 (Two) meeting during the financial year under review.

The composition of the Committee and the details of meetings attended by its members are given below;

Sl. No.	Name of the Directors	Position	No. of meetings attended	Date of meetings
1	Mr. Sushil Kumar Wali1 (DIN: 00044890)	Chairperson	NA	05.11.2025, 12.01.2026
2	Mr. Purushottam Dass Goel (DIN: 01134075)	Member	2 out of 2
3	Ms. Sakshi Agarwal2 (DIN: 10811317)	Member	2 out of 2
4	Mr. Chaman Lal3 (DIN: 10811352)	Member	1 out of 2

1 Appointed as Chairperson of the Stakeholders Relationship Committee with effect from 18th March, 2026

2 Ceased to be Chairperson and continued as Member of the Stakeholders Relationship Committee with effect from 18th March, 2026.

3 Ceased to be Member of the Stakeholders Relationship Committee consequent to resignation as Director with effect from 18th March, 2026.

The Stakeholders Relationship Committee considers and resolves the grievances of the stakeholders including complaints relating to non-receipt of annual report, transfer and transmission of securities, issue of new/duplicate certificates, general meetings and such other Grievances as may be raised by the security holders and other stakeholders of the Company, from time to time.

d. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is duly constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The Corporate Social Responsibility Committee conducted 2 (Two) meetings during the financial year under review.

The composition of the Committee and the details of meetings attended by its members are given below;

Sl. No.	Name of the Directors	Position	No. of meetings attended	Date of meetings
1	Ms. Sakshi Agarwal (DIN: 10811317)	Chairperson	2 out of 2	25.10.2025, 18.03.2026
2	Mr. Arun Kumar Goel (DIN: 00272592)	Member	2 out of 2
3	Mr. Purushottam Dass Goel (DIN: 01134075)	Member	2 out of 2

The CSR Committee is responsible for formulating and recommending the CSR Policy, recommending CSR expenditure, identifying CSR projects/programmes, and monitoring the implementation of CSR activities undertaken by the Company in compliance with the provisions of the Companies Act, 2013.

19. CORPORATE SOCIAL RESPONSIBILITY Composition:

As per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, following directors of the Company forms the composition of CSR Committee:

(a) Ms. Sakshi Agarwal (DIN: 10811317), Independent Director (Chairperson);

(b) Mr. Arun Kumar Goel (DIN: 00272592), Whole Time Director (Member); and

(c) Mr. Purushottam Dass Goel (DIN: 01134075), Chairman- cum-Managing Director (Member).

Terms of Reference:

The purpose of the committee is to formulate and monitor the CSR policy of the Company. The Committee will be overseeing activities / functioning of the Company in identifying the areas of CSR activities, programmers and execution of Company.

The management confirms that Company is looking forward for the viable project for making CSR expenditure as specified in Schedule VII of the Companies Act, 2013. Your Company will make the said expenditure in the current financial year.

CSR Policy

Stakeholders are requested to refer to the CSR Policy placed on the Companys website at https://goelconstruction.co.in.

Annual Report

Annual Report on CSR has been annexed in Annexure "C" to this report.

20. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Board monitors and reviews the implementation of various aspects of the Risk Management including strategic and operational risks, as well as the guidelines and processes for monitoring and mitigating such risks under the aegis of the overall Business Risk Management Framework. The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the Company.

21. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance practices.

Disclosure in terms of Companies Act, 2013 and rules, regulation, schedules etc. made thereunder:

i. All Elements of the Remuneration Package

(a) Remuneration to Managing Director and Executive Directors

The remuneration paid to the Managing Director and Executive Directors is as per the terms and conditions of their appointment and subject to the compliance of applicable provisions of the Companies Act, 2013, the Rules made thereunder read with Schedule V of the Companies Act, 2013 and approval of the members.

The details of remuneration paid to the Managing Director, Whole Time Director and Executive Director during the financial year ended 31 March, 2026, are as follows:

(Rs. in Lakhs)

Particulars	Mr. Purushottam Dass Goel	Mr. Arun Kumar Goel	Mrs. Soni Goel
	DIN: 01134075	DIN:00272592	DIN:10894599
Remuneration	66.00	54.00	18.00

Terms of Contract of Executive Directors

Name of Director	Date of Appointment	Expiry of Contract	Severance Fees	Notice Period
Mr. Purushottam Dass Goel DIN: 01134075	September 30, 2024	September 30, 2027		Three Months
Mr. Arun Kumar Goel DIN: 00272592	April 01,2024	April 01,2029	-	Three Months
Mrs. Soni Goel DIN: 10894599	July 01,2025	As per appointment letter	-	Three Months

(b) Remuneration to Non-Executive Directors

The details of remuneration paid to Independent Directors during the financial year ended 31 March, 2026 are as mentioned below:

(Rs. in Lakhs)

Name of Non-executive Director	Category	Sitting Fees
Mr. Mahesh Chandra Agrawal DIN:00062259	Independent	0.63
Ms. Sakshi Agarwal DIN:10811317	Independent	0.95
Mr. Sushil Kumar Wali# DIN:00044890	Independent	0.00
Mr. Chaman Lal* DIN:10811352	Independent	0.15

*Ceased as Independent Director consequent to resignation with effect from 18th March, 2026.

# Appointed as Additional Director (Independent) with effect from 18th March, 2026.

ii. Aside from the remuneration details mentioned above, no additional fixed components or performance-linked incentives are provided to the Directors.

iii. Service contracts, Notice period, Severance fees

The appointment of Managing Director, Whole Time Director and Executive Director(s) is governed by the resolutions passed by the members of the Company based on the recommendation of the Board of Directors, which covers the terms and conditions of such appointment. A separate service contract is not entered into by the Company with the Managing Director and Executive Directors. The notice period is 3 (Three) month or such period as mutually agreed on as per the Companys policy and no severance fee is payable to any Director.

iv. Details of Stock Options

The Company has not granted any stock options to any of its directors. Hence, the requirement of stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable, does not apply to the Company.

Further In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

During the Financial Year 2025-2026, the Company got listed its specified securities on the SME Platform of BSE therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Annual Report.

22. AUDITORS

a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act, the members at the 28th Annual General Meeting appointed M/s. Ravi Sharma & Co, Chartered Accountants (Registration No. 015143C) as Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting of the Company to be held in the year 2030. Accordingly, the Statutory Auditors will hold office until the conclusion of 33rd Annual General Meeting of the Company.

Auditors Report

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2026 forms part of the Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3) (ca) of the Act is not applicable. The Audit Committee periodically reviews the independence of Auditors through quarterly affirmations, review of non-audit services, internal checks and balances to mitigate conflict of interest, etc.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, The Board of Directors of the Company, has appointed M/s Gaurav G & Associates, Practicing Company Secretary (PCS No. 22052), as the "Secretarial Auditors" of the Company, to conduct the Secretarial Audit of the Company. The Company has received requisite consent and certificate of eligibility from Mr. Gaurav Goyal, Practicing Company Secretary, confirming that he is not disqualified from being appointed as the Secretarial Auditor of the Company and he satisfies the prescribed eligibility criteria.

Secretarial Audit Report

The Secretarial Audit report submitted by M/s Gaurav G & Associates, the Secretarial Auditor in Form MR-3 for the financial year ended March 31, 2026 is annexed as "Annexure-D" to this Boards Report. The reply/ clarification to the observations made by Secretarial Auditors is annexed as addendum therewith. Further, During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3) (ca) of the Act is not applicable.

c. Appointment of Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, M/s R.K. Akar and Co., Chartered Accountants (FRN: 001754C), was appointed as an Internal Auditor of the Company for the Financial Year 2025-26. The Board has approved the Re-appointment of M/s R.K. Akar and Co., Chartered Accountants (FRN: 001754C) as the Internal Auditors of the Company for the Financial Year 2026-27. They will conduct the Internal Audit of the Company as required under Section 138 of the Companies Act and their reports shall be reviewed by the Audit committee and the Board of Directors.

d. Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to prepare and maintain cost records and have the cost records audited by a Cost Accountant and accordingly, it has prepared and maintained such cost accounts and records. The Board, on the recommendation of the Audit Committee, appointed M/s Deepak Mittal & Co. (FRN: 003076) as the Cost Auditor of the Company for FY 2025-26 under section 148 and all other applicable provisions of the Act.

Further M/s Deepak Mittal & Co. (FRN: 003076) Cost Accountant, be and is hereby re-appointed by the Board of Directors as the Cost Auditor of the Company for FY 2026-27 on the basis of recommendation of Audit Committee, pursuant to section 148 and all other applicable provisions of the Act. Mr. Deepak Mittal has confirmed that he is free from disqualification specified under section 141(3) and proviso to Section 148(3) read with section 141(4) of the Act and that his appointment meets the requirements of section 141(3)(g) of the Act. He has further confirmed his independent status and an arms length relationship with the Company. The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s Deepak Mittal & Co. is included in the Notice convening the AGM.

e. Details in respect of frauds reported by auditors under sub-Section (12) of Section 143 of the Companies Act, 2013

During the year under review, there are no frauds reported by the Auditors of the Company under Section 143 (12) of the Companies Act 2013.

23. DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING LISTED ENTITIES

There is no agreement impacting management or control of the Company or imposing any restriction or create any liability upon the Company.

24. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As your Company being listed on SME Platform of BSE Limited, is covered under the exempted category as provided under the provision of Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111(E) on February 16th, 2015, and therefore, is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 1st, 2017.

25. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND TO THE DATE OF THE REPORT

During the year, there have been significant material changes and commitments that have had an impact on the financial position of the Company. The following changes and commitments are worth noting:

1. Filing of Draft Red Herring Prospectus:

The Company has filed Draft Red Herring Prospectus on 30th March, 2025 with SME Platform of Bombay Stock Exchange Limited.

2. Filing of Prospectus:

The Company has filed a Prospectus on 5th September, 2025 with SME Platform of Bombay Stock Exchange Limited.

3. Listing on Sme Platform of Bombay Stock Exchange (BSE):

The Companys securities have been listed on the SME Platform of Bombay Stock Exchange (BSE), effective from 9th September, 2025. This listing provides an opportunity for increased visibility and liquidity for the Companys shares.

These material changes and commitments have had a significant impact on the financial position of the Company, enhancing its capital structure and providing opportunities for growth and development.

The Directors are confident that these actions will contribute to the long-term success and prosperity of the Company.

Further after the closure of financial year and till the date of signing of this report no such type of material changes and commitments which is affecting the financial position of the Company.

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

During the year under review, there is no Significant Order passed by the Regulators or courts or Tribunals impacting the going concern status and Companys operations in future.

28. DEPOSITS

During the year under review, Pursuant to Section 73 and 76 of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014 the Company has not accepted any deposits and hence there were no outstanding deposits and no amount remains unclaimed with the Company as on 31st March 2026.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of the loans, guarantees and investments, as required under Section 186 of the Act, are provided as part of the notes to the financial statements of the Company for the financial year ended 31st March, 2026.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year ended 31st March, 2026, all transactions with the Related Parties as defined under the Act read with Rules framed thereunder, were in the ordinary course of business and at arms length basis.

During the financial year, your Company did not enter into any Related Party Transaction which requires prior approval of the Members of your Company. All Related Party Transactions entered into by your Company had prior approval of the Audit Committee as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have also reviewed the Related Party Transactions. During the year under review, there have been no materially significant Related Party Transactions having potential conflict with the interest of your Company. Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arms length basis, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to your Company. Necessary disclosures required under the Notes of the Financial Statements for the financial year ended 31st March, 2026.

Further, in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the transactions with any person/entity belonging to the promoter/ promoter group holding 10% or more shareholding in the Company are as under:

Name of the person entity belonging to the promoter/ promoter group	% Holding in the Company	Amount in Rs. (Lakhs)	Nature of Transaction
Mr. Purushottam Dass Goel	27.30%	66.00	Remuneration
		(0.84)	Interest on Loans-Repaid
		(8.94)	Loans Repaid

31. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application or proceeding has been pending under the Insolvency and Bankruptcy Code, 2016.

32. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTIONS

During the period under review, there was no instance of one-time settlement of loans/ financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

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

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has adopted a comprehensive internal policy to prevent and redress incidents of sexual harassment at the workplace.

This policy is applicable to all employees, irrespective of gender, designation, or employment status, and includes provisions for:

• Constitution of an Internal Complaints Committee (ICC) at each office/unit with ten or more employees, as mandated under Section 4 of the Act.

• A clearly defined grievance redressal mechanism, enabling aggrieved women to file complaints directly with the ICC.

• Provision for escalation to the Board of Directors or designated senior management, where appropriate.

Regular awareness and sensitization programs to foster a safe and inclusive work environment.

The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received	Nil
b) No. of Complaints disposed	Nil
c) No. of cases pending for a period exceeding 90 days	Nil

The policy on Prevention of Sexual Harassment as approved by the Board is available on the Companys website viz: https://goelconstruction.co.in.

34. COST RECORDS

During the year under review, the Company has maintained cost records as specified by the Central Government under sub-Section (1) of Section 148 of the Companies Act, 2013.

35. MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of this Annual Report.

36. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has ensured compliance with the Secretarial Standard I & II with respect to Board Meetings and General Meetings, specified by the Institute of Company Secretaries of India constituted under Section 3 of the Company Secretaries Act, 1980, and as approved by the Central Government under Section 118(10) of the Companies Act, 2013.

37. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year, the Company had no funds lying unpaid or unclaimed which were required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder.

38. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your Directors make the following statement and confirm that:

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

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

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

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

e) proper internal financial controls were followed by the Company and 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.

39. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web- based complaints redress system. The salient features of this system are centralized database of all complaints; online upload of Action Take Reports/(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES, SMARTODR and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

Details of the Complaint Received/Solved/Pending During the year

Sr. No.	Complaints received from	Complaints received	Complaints resolved	Complaints pending
1	SEBI Scores	NIL	NIL	NIL
2	Stock Exchange	NIL	NIL	NIL
3	Others (if any)	13	13	0
	Total	13	13	0

40. VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards the Company encourages the employees to raise their genuine concerns without fear of criticism. Therefore, Company has Vigil Mechanism and has established necessary framework to protect genuine whistle blowers, employees, third parties from any unfair treatment. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the

Chairman of the Audit Committee. The same is hosted on the website of the Company viz. https://goelconstruction.co.in.

During the year under review, the status of the concerns or complaints reported stands as follows: -

No. of concerns or complaints outstanding as at April 1,2025	Nil
No. of concerns or complaints received during the year	Nil
No. of concerns or complaints resolved during the year	Nil
No. of concerns or complaints outstanding as at March 31,2026	Nil

41. PROHIBITION OF INSIDER TRADING:

The Company has adopted Code of Conduct to regulate, Monitor and Report Trading by Designated Persons & Code of Practices and Procedures for fair disclosure of UPSI, in line with the provisions of the SEBI (Prohibition of

Insider Trading) Regulations, 2015 as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said regulations. The same is hosted on the website of the Company viz. https:// goelconstruction.co.in.

42. DISCLOSURES WITH RESPECT TO DEMAT

SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

In accordance with the requirement of regulation 34(3) & Part F of Schedule V of SEBI (LODR), details of equity shares in the suspense account are as under:

Particulars	Remarks
(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;
(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year;
(c) number of shareholders to whom shares were transferred from suspense account during the year;	NIL
(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year;
(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

43. STATEMENT OF COMPLIANCE UNDER

The Company is in full compliance with the provisions of the Maternity Benefit Act, 1961 and rules made thereunder. The company ensures that all eligible women employees are granted maternity benefits including paid leave, protection against dismissal during maternity, and a safe working environment as prescribed under the Act.

We further confirm that no woman employee is engaged in tasks that may be harmful during pregnancy, and the company is committed to upholding the rights and welfare of its women employees in accordance with the applicable laws.

44. ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its sincere appreciation for the continued support, guidance, and MATERNITY BENEFIT ACT, 1961 cooperation received from the Central and State Government authorities, regulatory bodies, and other statutory agencies. The Board also acknowledges with gratitude the support and trust extended by the Companys stakeholders? shareholders, customers, dealers, suppliers, vendors, bankers, business associates, consultants, advisors and partners, whose confidence has been integral to the Companys performance and growth during the financial year under review. The Directors further express their deep appreciation for the dedication, commitment, and hard work of all employees across the organization. Their efforts have been crucial in navigating challenges and driving the Companys progress. The Board remains confident of the continued goodwill, support, and partnership of all stakeholders in the years to come.

For and on behalf of Goel Construction Company Limited
(Formerly Known as Goel Construction Company Private Limited)
	Sd/-	Sd/-
	Purushottam Dass Goel	Arun Kumar Goel
	Chairman-Cum-Managing Director	Whole-time director
Date: 07.08.2026	DIN: 01134075	DIN: 00272592
	Place: Mumbai	Place: Chennai