Goodluck India Ltd Directors Report

Dear Members

The Board of Directors presents the 40th 40 th Annual Report together with the audited financial statements of the Company for the Financial Year (FY) ended March 31, 2026 on the business and operations of your Company.

Your Company, Goodluck India Limited (GIL) or (the Company) is a leading global manufacturer of Iron and Steel products engaged in in the business of manufacturing and selling engineering products such as sheets, pipes, engineering structures, fabricated structures, forgings, and automobile tubes.

FINANCIAL RESULTS-FY 2025-26

a) Standalone Financial Statements

The following table sets forth information with respect to the standalone statement of profit and loss of the Company for FY 2025- 26:

( Rs.In Cr.)

Particulars	2025-26	2024-25
Total income	4090.56	3965.82
Earnings before interest, tax & depreciation	395.80	340.79
Finance cost	102.38	80.25
Depreciation	60.51	44.95
Profit before tax	232.90	215.59
Profit after tax	173.44	161.74
Earnings per Share (in Rs.)	52.26	49.71

b) Consolidated Financial Statements

The following table sets forth information with respect to the consolidated statement of profit and loss of the Company for FY 2025- 26:

( Rs.In lakhs)

Particulars	2025-26	2024-25
Total income	4120.52	3971.20
Earnings before interest, tax & depreciation	418.49	346.16
Finance cost	105.83	80.33
Depreciation	67.03	44.95
Profit before tax	245.63	220.87
Profit after tax	182.58	165.63
Earnings per Share (in Rs.)	54.52	50.66

1. Results of Operations and The State of Companys Affairs

The Company achieved remarkable growth during FY 2025- 26, recording its highest- ever volume of engineered products at 468,161 MT, against its total manufacturing capacity of 5,00,000 tons.

Goodluck operates across four major verticals: ERW Steel Tube, Precision Tube, Precision Engineering and Fabrication, and Forging. During the year, the Company also added the Defense vertical as part of its strategy to participate in the emerging global arms race. The military buildup worldwide reflects a transformation in the international order, with nations increasingly relying on hard power rather than diplomacy to secure their future. Since World War II, global military spending has surged to US$2.89 trillion, representing 2.5% 2.5% of global GDP. The ongoing U.S.- Iran war further demonstrates the importance of securing energy resources and the consequent requirement for defense equipment.

On the energy front, renewable energy, particularly solar energy, continues to remain a key area of focus. During the year, the Company improved its sales to the solar vertical by 33% 33% . India has already crossed 500 gigawatts of capacity, with new capacities being added every year. The Company expects to improve its utilization levels in this division in the future.

The consolidated total revenue for FY 2025- 26 stood at 4,120.52 Crores, compared with 3,971.21 Crores in the previous year. EBITDA increased by 26% 26% to Rs. 418 Crores, while PAT grew by 10.2% 10.2% to 182.58 Crores.

At the standalone level, the Company also witnessed strong improvement in profitability. EBITDA increased from 326.79 Crores in the previous year to 395.80 Crores during the year, representing a growth of 21% 21% . Profitability increased to 173.44 Crores, compared with 161.74 Crores in the previous year, representing an impressive increase of 7% 7% .

2. Dividend

Pursuant to Regulation 43A of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations), the Company has formulated and adopted a Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board of Directors while recommending or declaring dividends. The Policy is designed to ensure a balanced approach towards distribution of profits, retention of earnings for future growth, and enhancement of shareholder value, while complying with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

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

During the financial year ended 31st March, 2026, the Board of Directors, at its meeting held on 13th February, 2026, declared an Interim Dividend of 3.00 (Rupees Three only) per equity share of face value 2/- each, being 150% 150% of the face value, on 33,238,509 equity shares of the Company. The said Interim Dividend was duly paid to the eligible shareholders in accordance with the applicable statutory provisions.

Further, considering the Companys financial performance, profitability, cash flows, future growth plans, capital expenditure requirements, and overall financial position, the Board of Directors has recommended a Final Dividend of 3.00 (Rupees Three only) per equity share of face value 2/- each, being 150% 150% of the face value, on 33,238,509 equity shares for the financial year ended 31st March, 2026. The payment of the Final Dividend is subject to the approval of the Members at the ensuing Annual General Meeting (AGM) and shall be paid within the prescribed timelines after such approval.

The Board is of the view that the aforesaid dividend recommendation is in conformity with the Companys Dividend Distribution Policy and appropriately balances the objective of rewarding shareholders through distribution of profits with the need to retain adequate financial resources for sustaining future growth, funding capital expenditure programmes, pursuing strategic opportunities, meeting working capital requirements, and strengthening the overall financial position of the Company.

The Board believes that the proposed dividend reflects the Companys consistent commitment towards enhancing long- term shareholder value while maintaining a prudent and sustainable capital allocation framework. The Company remains focused on delivering sustainable growth through operational excellence, financial discipline, and strategic investments, thereby creating enduring value for all stakeholders. The dividend recommended for the financial year under review demonstrates the Companys confidence in its business fundamentals, future prospects, and ability to generate stable cash flows while preserving sufficient flexibility to capitalize on emerging opportunities and address evolving business requirements.

3. Corporate Governance and Additional Information to Shareholders

Your Company is committed to maintaining the highest standards of Corporate Governance and business ethics, founded on the principles of transparency, accountability, integrity, fairness, and responsible corporate conduct. The Companys governance framework is designed to protect and enhance stakeholder value through sound business practices, effective oversight, robust internal controls, and compliance with applicable laws and regulations.

In compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), a separate Report on Corporate Governance forms an integral part of this Annual Report. The Report provides a detailed overview of the governance structure, Board and Committee composition, governance practices, stakeholder engagement mechanisms, and compliance framework adopted by the Company during the financial year under review.

As required under Schedule V of the SEBI Listing Regulations, the Corporate Governance Report is accompanied by a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance prescribed under the SEBI Listing Regulations.

The Management Discussion and Analysis Report, which provides an overview of the industry structure, business environment, operational performance, opportunities, risks and concerns, outlook, internal control systems, and financial performance of the Company, also forms part of this Annual Report.

Pursuant to Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations, the Chairman and Chief Financial Officer of the Company have submitted the requisite certificate to the Board of Directors, inter alia, confirming the accuracy and completeness of the financial statements and cash flow statement, the adequacy and effectiveness of internal financial controls, compliance with applicable accounting standards, and the establishment and maintenance of internal control systems designed to ensure efficient conduct of business operations and reliable financial reporting. The certification further confirms that any significant deficiencies, material weaknesses, instances of fraud, and other matters required to be reported have been appropriately disclosed to the Audit Committee and the Board.

Your Company has established a comprehensive governance and compliance framework supported by well- defined policies, processes, risk management mechanisms, internal financial controls, and periodic monitoring systems. The Board, through its various Committees, continuously reviews the effectiveness of these governance practices to ensure sustainable value creation and protection of stakeholders interests.

Details relating to the Companys equity shares, listing on stock exchanges, ISIN, depository connectivity, market information, share transfer and transmission procedures, investor services, Registrar and Share Transfer Agent, and other shareholder- related information are provided in the Shareholders Information section forming part of the Corporate Governance Report.

The Board believes that strong corporate governance practices are fundamental to enhancing investor confidence, strengthening stakeholder trust, ensuring regulatory compliance, and achieving sustainable long- term growth and value creation.

4. Business Responsibility and Sustainability report

As stipulated under Regulation 34(2)(f) of SEBI Listing Regulations, read with Circular No. SEBI/HO/CFD/CMD- 2/P/ CIR/2021/562 dated May 10, 2021 and CFD/CFD- SEC- 2/P/ CIR/2023/122 dated July 12, 2023 issued by the Securities and Exchange Board of India (SEBI), the Business Responsibility and Sustainability Report(BRSR) describing the initiatives taken by the Company from Environmental, Social and Governance perspective forms part of the Annual Report.

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

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

6. Directors and Key Management Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Article of Association of Company, Mr. Sambhu Nath Singh (DIN: 09847470), Whole Time Director is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re- appointment. The Nomination and Remuneration Committee and the Board on the basis of his performance evaluation, have recommended the re- appointment of, Mr. Sambhu Nath Singh as Whole time Director of the Company, liable to retire by rotation.

In the opinion of the Board, all the Independent Directors, including the Directors appointed/ re- appointed during the year, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

As on March 31, 2026, the Board of Directors of the Company comprises of 9 (nine) Directors, out of which four are Executive Directors and five are Non- Executive Independent Directors, including two Women Independent Directors who possesses a diverse mix of skills, expertise, industry experience, and professional competencies that enable effective oversight and strategic guidance of the Companys affair. The present composition reflects an appropriate balance between executive and nonexecutive representation and ensures a high degree of independence in the Boards deliberations and decision- making processes.

Detailed information relating to the composition of the Board and its Committees, attendance of Directors at Board and Committee meetings, skills and expertise of Directors, Board diversity, tenure of Directors, and other governance- related disclosures is provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

During the year under review following changes to the Board were effected:

1. At the 39th39th Annual General Meeting of the Company Mr. Ramesh Chandra Garg (DIN: 00298129) was re-appointed as a Director, liable to retire by rotation.

2. Mr. Iswarchandra Dayanidhi Agasti(DIN: 01483515) was appointed as an Independent Director of the Company to hold office for a term of 5 (Five) consecutive years with effect from October 1, 2025 to September 30, 2030 in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as approved by the shareholders.

The brief resumes and other details relating to the director who are proposed to be re- appointed, as required to be disclosed as per the provisions of the SEBI Listing Regulations/Secretarial Standard are given in the Annexure to the Notice of the 40th 40 th AGM.

7. Number of Meetings of the Board and Its Committees

During the year under review, Seven (7) Board Meetings were held, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two consecutive Board meetings was within the period prescribed under the Act and SEBI LORD.

8. Statutory Auditors

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

The report of the Statutory Auditor forms part of the Integrated Report and Annual Accounts for FY 2025- 26. The said report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statements referred to in the Auditors Report are self- explanatory and do not call for any further comments.

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

9. Secretarial Auditor

The Company has appointed, to M/s Ravi S Sharma & Associates, Practicing Company Secretary (FCS - 7336) as Secretarial Auditor to undertake the Secretarial Audit of the Company for a period of 5 (five) consecutive years, commencing from the 39th 39 th AGM to hold office till the conclusion of the 44th 44 th AGM of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith marked as Annexure B to this Report.

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

10. Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, your Company is required to maintain cost records and have the audit of such cost records conducted by a Cost Accountant in practice, in respect of applicable products/ activities notified under the relevant rules. Accordingly, Your Company has duly maintained the cost records as prescribed by the Central Government under Section 148(1) of the Companies Act, 2013.

Based on the recommendation of the Audit Committee, the Board of Directors of your Company has approved the appointment of Mr. Surender Rai Kapur, Practicing Cost Accountant (Membership No. 4926), as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2026- 27, subject to ratification of his remuneration by the Members at the ensuing 40th 40 th Annual General Meeting of the Company.

Your Company has received the written consent of Mr. Surender Rai Kapur to act as the Cost Auditor for the said financial year, along with a certificate confirming his eligibility, independence, and arms length relationship, as required under the applicable provisions of law.

11. Auditors Reports

The Auditors Report issued by the Statutory Auditors on the financial statements of your Company for the financial year ended 31st 31 st March, 2026, together with the audited financial statements and the notes forming part thereof, are annexed to this Annual Report. The said reports are self- explanatory and do not contain any qualification, reservation, adverse remark, or disclaimer requiring further explanation or comment by the Board of Directors.

Further, the observations, if any, contained in the reports of the Secretarial Auditor and Cost Auditor, read together with the relevant notes to accounts and disclosures made in this Annual Report, are self- explanatory in nature and do not call for any further clarification or explanation from the Board of Directors.

The Statutory Auditors of Your Company have not reported any instance of fraud to the Central Government in terms of the provisions of Section 143(12) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, during the financial year under review.

Further, the Auditors Report on the financial statements of Your Company for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark, or disclaimer.

12. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(SEBI LORD/SEBI Listing Regulations), the Management Discussion and Analysis Report is set out in this annual report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Companys businesses, internal controls and their adequacy, risk & concerns, risk management systems and other material developments etc. during the financial year 2025- 26.

13. Public Deposits

Your Company has not invited or accepted any fixed deposits during the year as per the provisions of Section 73(2) of the Companies Act, 2013, and the rules made there under and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

14. Internal Financial Controls

Your Company has adopted policies and procedures including the design, implementation & review of internal financial controls that were operating effectively to ensure orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial disclosures under the Act. These controls are embedded in various business processes and are evaluated across all functional areas.

During FY 2025- 2026, no reportable material weaknesses were observed in the design or operating effectiveness of the controls, except in few areas where there is a need to further strengthen the controls.

15. Subsidiaries/Joint Ventures/Associate Companies

The Company has 5 subsidiaries as on March 31, 2026. During the year under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

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

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

16. Independent Directors Declaration

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16 of SEBI LORD, and there has been no change in the circumstances affecting their status as Independent Directors of the Company. The registration of all the Independent Directors in the Independent Directors Data Bank continues to be valid.

During the financial year 2025- 26, the Board of the Company consists of Mr. Rajiv Goel, Mrs. Rajni Abbi, Mr. Madhur Gupta, Ms. Charu Jindal and Mr. Iswarchandra Dayanidhi Agasti as Independent Directors. Further, the Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also complied with the Code of Conduct for the Board of Directors and SMP, formulated by the Company.

Pursuant to Section 134 read with Rule 8(5) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, all the Independent Directors, including the directors appointed/ reappointed, possess the requisite qualification, integrity, experience, expertise, proficiency etc.

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

Your Company has in place an Anti- Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to address complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy further the Board strongly believes in providing a safe and harassment- free workplace for every individual working in the Company. It is the continuous endeavors of the Management to foster an environment that is free from discrimination and harassment, including sexual harassment.

The details of sexual harassment complaint received during the year ended March 31, 2026 are as below:

a) No. of sexual harassment complaints received during the FY 2025-26: 0 b) No. of sexual harassment complaints disposed of during the FY 2025-26: 0 c) Number of cases pending for more than ninety (90) days: 0

18. Risk Management Policy

The Board of Directors of the Company has a Risk Management Committee which is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has an additional oversight in the area of financial risks and controls. The Company has in place the Risk Management Policy duly approved by the Board of Directors designed to identify, assess and mitigate risks appropriately.

Currently, in opinion of the Board, there are no such risks which threaten the existence of the Company. However, details of the risk concerns, threat Identification, assessment, profiling, treatment and monitoring including ESG concerns are covered in MDA, which forms part of this Annual Report.

19. Change in The Nature of Business

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

20. Material Orders

In pursuance to Rule 8(5) (vii) of Companies (Accounts) Rules, 2014, there were no significant or material orders were passed by the Regulators or Courts or Tribunals during the financial year 2025- 26 which would impact the going concern status and Companys operations in future.

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

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

22. Familiarization Programme for Board Members

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

23. Contracts and Arrangements with Related Parties

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

During FY 2025- 26, the Audit Committee on a quarterly basis, reviewed the related party transactions vis- a- vis the omnibus approval(s) accorded by it and annually, the related party transactions approved as long- term contracts. In compliance with Regulation 23 of SEBI LORD, the related party transactions on consolidated basis are filled with the Stock Exchanges on half yearly basis.

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

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

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

The Company has devised a policy, which sets out the guiding principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the appointment as Director, Key Managerial Personnel (KMP) and other employees, further it sets out guiding principles for the Nomination and Remuneration Committee for determining and recommending to the Board the remuneration of Managerial Personnel, KMPs ,etc. The objective of the policy is to define the criteria for qualification, qualities and characteristics for the Board as a whole and to ensure that Executive/Non- Executive Directors and Key Managerial Personnel are sufficiently compensated for their performance.

Policy on appointment of Directors

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

Remuneration Policy

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

Criteria for Determining Qualifications, Positive Attributes & Independence of Director

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

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

Directors should be free to present their view point independently, Company has also adopted to conduct the separate meeting of the independent Directors, which will ensure that the independent directors of the Company can review the performance of the Board and Chairman. Moreover, the Directors should meet the other requirements of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations concerning independence of directors. A complete Remuneration Policy is available Companys website at the weblink: https://www . goodluckindia.com .

25. Evaluation of the Boards Performance

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

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

The Nomination and Remuneration Committee and the Board reviewed the performance of Individual Directors on criteria such as contribution of the Individual Directors to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The performance of the Board was evaluated on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The performance of the committees was evaluated on the basis of the criteria such as the composition of the committees, effectiveness of committee meetings, etc.

The Independent Directors at their separate meeting held during the year had also reviewed the performance of the Non Independent Directors, Chairman and the Board as a whole. The suggestions and the recommendations made by the directors from the evaluation process were duly considered by the Board to further augment its effectiveness. A detailed update on the Board Evaluation is also provided in the Corporate Governance Report which forms part of the Annual Report.

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

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

26. Corporate Social Responsibility Initiatives

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

27. Buy Back of Securities

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

28. Transfer to reserves

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

29. Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about genuine concerns or grievances, unethical behavior, actual or suspected fraud, violation of the Codes of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports, abuse or wrongdoing within the Company, confidentially and without fear of reprisal or victimization.

Your Company has adopted a whistleblowing process as a channel for receiving and redressing complaints from employees and directors as per the provisions of the Act, SEBI LODR and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The details of the Whistle Blower Policy are provided in the Corporate Governance Report and also hosted on the website of the Company at https://www.goodlucindia.com .

30. Annual Return

Pursuant to Section 134(3)(a) and 92(3) of the Act, the Annual Return for financial year 2025- 26 of the Company has been placed on the website of the Company at https://www.goodlucindia.com/shareholder- information.php.

31. Particulars of Employees and related disclosures

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

32. Payment of Listing Fees

Annual listing fee for the year 2025- 26 has been paid by the Company to the stock exchanges where the company is listed, i.e., BSE Ltd. and National Stock Exchange Limited.

33. Material Changes and Commitments Affecting the Financial Position of the Company as on 31st March 2026

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

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

a) There are no proceedings initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impacts the business of the Company. b) During the year under review, the Company has not made any one-time settlement.

Other than the matters disclosed in this Report, there are no other events or transactions during the year that require disclosures to be made in terms of the provisions of the Act.

35. One-time Settlement

There is no instance for one- time settlement with Banks or Financial Institutions. Hence, there is no question of difference between amount of the valuation done at the time of one- time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

36. Compliance with the provision of Maternity Benefit Act 1961

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

37. Secretarial Standard

The Directors state that the applicable Secretarial Standards i.e., SS- 1 and SS- 2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

38. Statement of deviation or variation

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

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

39. Directors Responsibility Statement

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

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

b. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of Financial Year 2025-26 and of the Profit & Loss A/c of the Company for that period.

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

d. That the directors have prepared the annual accounts on a going concern basis.

e. The directors, in case of a listed company, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

40. Compliance by Large Corporates

Your Company does not fall under the Category of Large Corporates as defined by SEBI vide its Circular SEBI/HO/ DDHS/ DDHS- RACPOD1/P/CIR/2023/172 dated October 19, 2023, and as such no disclosure is required in this regard.

41. Appreciation

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

	On behalf of the Board of Directors
	Sd/-
Date: 05.09.2026	M. C. GARG
Place: Ghaziabad	Chairman