Goyal Aluminiums Ltd Directors Report

Dear Member (s),

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company” or "Goyal Aluminiums”), along with the audited financial statements, for the financial year ended March 31, 2025.

The consolidated performance of the Company and its associate has been referred to wherever required.

FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED)

The standalone and consolidated financial highlights of your Company are as under:

(In Thousand)

Particulars	Standalone		Consolidated
	For the financial year ended		For the financial year ended
	31 March,	31 March,	31 March,	31 March,
	2025	2024	2025	2024
Revenue from Operations	7,65,130.75	6,84,647.10	7,65,130.75	6,84,647.10
Other Income	2,816.59	2,595.07	2,816.59	2,595.07
Total Income from operations	7,67,947.34	6,87,242.17	7,67,947.34	6,87,242.17
Total Expenses	7,46,878.65	6,55,835.40	7,46,878.66	6,55,835.40
Profit Before Tax (PBT)	21,068.69	31,406.77	21,068.69	31,406.77
Extraordinary Items	---	---	---	---
Less: Taxes (current & deferred)
Current Tax	5,876.65	8,365.60	5,876.65	8,365.60
Deferred Tax	(110.95)	(1.70.71)	(110.95)	(1.70.71)
Earlier year Tax Adjustments	415.08	---	415.08	---
Profit After Tax (PAT)	14,887.90	23,211.88	14,887.90	23,211.88
Share of profit in associate	---	---	7,976.27	2,378.79
Profit/Loss for the year	14,887.90	23,211.88	22,864.17	25,590.67
Other Comprehensive Income	34.17	(1.27)	34.17	(1.27)
Total Comprehensive Income	14,922.08	23,210.61	22,898.35	25,589.40
Earnings Per Equity Share (^)
Basic	0.10	0.16	0.16	0.18
Diluted	0.10	0.16	0.16	0.18

REVIEW OF OPERATIONS & PERFORMANCE:

STANDALONE

The Companys total Income during the year under review was Rs. 7,67,947.34 thousand as compared to Rs. 6,87,242.17 thousand in previous year. The Profit after Tax for the year is Rs. 14,887.90 thousand as compared to Rs. 23,211.88 thousand in previous year.

CONSOLIDATED

The Companys total Income during the year under review was Rs. 7,67,947.34 thousand as compared to Rs. 6,87,242.17 thousand in previous year. The Profit after Tax for the year is Rs. 22,864.17 thousand as compared to Rs. 25,590.67 thousand in previous year.

Directors of your company have been vigorously working on to acquire more order to increase the companys profits. Your directors are continuously looking for a new avenue for future growth of the Company and expect growth in future period. A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which form part of this report.

CHANGE IN THE NATURE OF BUSINESS

During the financial year, there has been no change in the business of the company or in the nature of business carried by the Company during the financial year under review.

CHANGE IN SHARE CAPITAL STRUCTURE

During the year under review, there has been no change in the authorized share capital and issued and paid-up share capital of your Company.

The Authorized capital of the Company is Rs. 14,30,00,000/- (Rupees Fourteen Crore and Thirty Lakhs only) consisting of 14,30,00,000 equity shares of Rs. 1/- (Rupees One) each.

The issued and paid-up share capital of the company is Rs. 14,27,32,780 (Rupees Fourteen Crore Twenty-Seven Lakhs Thirty-Two Thousand Seven Hundred and Eighty) consisting of 14,27,32,780 Equity Shares of Rs.1/-each.

There was neither any issue of Equity shares with differential rights as to dividend, voting or otherwise nor grant of any stock options or sweat equity under any scheme during the year under review.

DIVIDEND

Keeping in view to further improving the capacity utilization and consolidate its existing facilities, the Board has considered prudent to conserve and retain the profit for further improvement. The Board regrets its inability to recommend any dividend.

TRANSFER TO RESERVES

During the Financial year 2024-25, the Company has proposed no amount transfer to reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in the last year.

DEPOSIT

During the financial year under review, the company did not accept any deposit covered under chapter V of the Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT.

There are no material changes and commitments affecting the financial position of the Company except Promoter Reclassification. It is informed to all the members and shareholders of the Company that Company received request letter from that Pradeep Goyal, Deepti Goyal, Manoj Kumar Aggarwal and Priyanka Aggarwal for promoter reclassification and same has been approved by the Shareholder and BSE Limited and National Stock Exchange of India Limited (NSE)

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose are given in the Notes to the Financial Statement of the company forming part of this Annual Report

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year ended March 31, 2025, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013, read with Regulation 23 of SEBI (LODR), 2015.

In accordance with the requirements of the Companies Act, 2013 and Listing Regulations, 2015, your Company has a Policy on Related-Party Transactions placed on the website of the Company at https://www.goyalaluminiums.com/policies.php The particulars of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are disclosed in Form AOC-2, annexed as Annexure-I to the Boards Report. Further, the details of related party transactions are also disclosed in the notes to the financial statements as per the applicable Indian Accounting Standards.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been embedded in the business processes and continuous monitoring of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and the Managing Director of the Board.

CORPORATE SOCIAL RESPONSIBILITY

Since your Company does not have a net worth of Rs. 500 Crore or more or turnover of Rs 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, therefore provision of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company.

SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiaries. The Company has 1 Associate Company i.e Wroley E India Private Limited running a business of manufacturing and trading of E-vehicle

Further, pursuant to sub-section 129(3) read with Rule 5 of the of Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of associate company is furnished in Form AOC-1 as Annexure- II.

DECLARATION FROM INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of Section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.

In opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and SEBI Listing Regulations and are independent of the management.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnels formulated by the Company.

FAMILIARISATION PROGRAMME

The details of the familiarization program undertaken have been provided in the Corporate Governance Report and also available on the website of the Company i.e. https://www.goyalaluminiums.com.

RISK MANAGEMENT

During the year, The Board had developed and implemented an appropriate risk management policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors (the "Board”) of your Company are responsible for and are committed to sound principles of Corporate Governance in your Company. The Boards focus is on the formulation of business strategies, policies and robust control systems. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholder.

Matters reserved for the Board are those affecting your Companys overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as material acquisitions and disposals and connected transactions.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive including one Woman Director, Non-Executive and Independent Directors.

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made the necessary disclosures as required under various provisions of the Companies Act.

There were no changes in the composition of the Board of Directors and KMPs during the review period, Further, as on date following Directors on the Board of the Company:

S. No Name of the Director	DIN	Designation
1. Mr. Sandeep Goyal	07762515	Chairman, Managing Director & Chief Financial Officer
2. Mrs. Kanchan Goyal	09597233	Executive Director
3. Mr. Chahat Gupta	07762521	Non- Executive Director
4. Mr. Bishamber Nath Mehra	08700633	"Independent Director
5. Mr. Achal Kapoor	09150394	Independent Director
6. Mr. Amit Agarwal	07854072	Independent Director

KEY MANAGERIAL PERSONAL

In accordance with Section 203, read with Section 2(51) of the Companies Act, 2013, the following executives continue to serve as Key Managerial Personnel of the Company and there were no changes during the review period.

S. No Name of the Director	DIN/PAN " " " m	Designation
1. Mr. Sandeep Goyal	07762515	Chairman, Managing Director & Chief Financial Officer
2. Mr. Manyak Nigam	AFFPN4569P	Company Secretary and Compliance Officer

RE-APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONAL

During the year, the Board of Directors, on the recommendations of the Nomination and Remuneration Committee (NRC), in its meeting held on February 13, 2025 approved and recommended to the Board of Director and shareholders for approval of re-appointment of Mr. Bishamber Nath Mehra as Independent Director of the Company for the second term, not liable to retire by rotation, to hold office for a period of five (5) consecutive years w.e.f. February 13, 2025. The Company received the approval of the members of the Company on March 26, 2025 by way of Postal Ballot.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act, not less than 2/3rd (two-third) of the total number of directors of the Company (other than Independent Directors and Nominee Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation and one-third of such of the directors for the time being are liable to retire by rotation at every subsequent annual general meeting. Accordingly, pursuant to the Act read with Articles of Association of your Company Mr. Sandeep Goyal (DIN: 07762515) been longest in office is liable to retire by rotation and, being eligible, offers himself for reappointment.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has laid down a process for evaluation of the Board and Committees of Board as also evaluation of the performance of each of the Directors. The evaluation is conducted and monitored by the Chairperson, Nomination & Remuneration Committee (NRC) in consultation with the members of the committee. Each of the Directors are given a self-assessment Questionnaire, covering degree of fulfillment of their responsibilities, Board structure and composition, Responsibilities of Committee, effectiveness of the Board process, information and functioning, Board culture and dynamics, quality of relationship between the Board and Management etc.

The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company, apart from other statutory matters as required to be deliberated and approved by the Board.

During the year under review, The Board met Five (06) times during the Financial Year 2024-2025. The Meetings held during the financial year 2024-25 i.e. 29 May 2024, 12 Aug 2024, 30 Aug 2024, 11 Nov 2024, 06 Feb 2025, 13 Feb 2025.

A valid quorum was present at all meetings held during the financial year 2024-25. The interval between any two consecutive meetings did not exceed one hundred and twenty days, in compliance with the Companies Act, 2013. Detailed information regarding the composition of the Board and its Committees, the number of meetings held during the year, and the attendance of Directors is provided in the "Board of Directors” section of the Corporate Governance Report included in this Annual Report.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV of the Act, Secretarial Standards-1 (SS-1) read with the Guidance Note on SS-1 and SEBI Listing Regulations, one meeting of Independent Directors of the Company was duly held on March 17, 2025 without the attendance of Non-Independent Directors and members of Management wherein the Independent Directors evaluated the performance of Non - Executive Directors, Executive Directors and Board as a whole. In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.

BOARD COMMITTEES AND THEIR MEETINGS

The Board has delegated part of its functions and duties to an Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

Further, the Board had duly constituted following Committees, which are in line with the provisions of applicable laws.

a) Audit Committee;

b) Nomination and Remuneration Committee; and

c) Stakeholders Relationship Committee

Detailed information regarding composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Board” of "Corporate Governance Report” of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, financial and operational performance and state of affairs of your Companys business and other material developments during the financial year under review

VIGIL MECHANISM / WHISTLE BLOWER POLICY.

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated the Vigil Mechanism/Whistle Blower Policy for the Directors and Employees of the Company which provides a robust framework for dealing with genuine concerns, grievances and reporting serious and genuine unethical behavior, actual or suspected fraud and violation of the Companys code of conduct or ethics policy.

It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.

The main objective of this policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company which have a negative bearing on the organization either financially or otherwise.

No complaint of this nature has been received by the Audit Committee during the year under review.

The policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the Companys website and can be accessed at the web link: https://www.goyalaluminiums.com/pdf/Policies/pd10.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and reviews performed by Management in concurrence with the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:

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 of the profit and loss 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 the Companies Act, 2013 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;

e) the Directors 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 system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

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. Particulars of employees remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report as Annexure III. Considering first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, was sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing annual general meeting. Any member interested in obtaining such information may write to the Company Secretary in this regard.

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

Conservation of energy: Not applicable

Technology absorption: Not applicable

Foreign exchange earnings and outgo: There was no foreign exchange inflow or Outflow during the year

AUDITORS & AUDITORS REPORT STATUTORY AUDITORS

The Report given by M/s. V. N. Purohit & Co. (Firm Registration Number: 304040E), Statutory Auditors on the financial statement of the Company for the year 2024-25 is part of Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M M/s. Nitin Bhardwaj & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed as Annexure IV.

There has been Notie received from the NSE & BSE imposing the fine on the Company and there have been the following remarks given by the Secretarial Auditors in their report and the management explanation as below

Compliance Requirements	Deviations	Observations / remarks by the Secretarial Auditors	Management Response
Regulation 30 and 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Delay submission of statement of impact on auditor qualification n for the financial year ended on March 31.2024	Delay submission of statement of impact on auditor qualification for the financial year ended on March 31.2024	Taken on record and take care in future.
Section 148 of the Companies Act, 2013	Company has failed to appoint Cost Auditor with in 180 days from the end of the financial year	Company has failed to appoint Cost Auditor with in 180 days from the end of the financial year	Taken on record and take care in future.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Board of Director of your Company had appointed M/s Raj Kaushik & Associates (FRN:100574) to conduct the Cost Audit of our Company for the financial year 2024-25.

Further in terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

INTERNAL AUDITOR

During the financial year under review, M/s Garg & Kakkar and Co., Chartered Accountants, were appointed as Internal Auditors of the Company, to conduct the Internal Audit for the financial year 2024 - 25.

Findings and reports of Internal Auditors are reviewed by the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks. The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, no instance of fraud has been reported by any of the Auditors of the Company under Section 143(12) of the Companies Act 2013 to the Audit Committee/ Board of Directors or the Central Government. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act.

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

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Your Company has zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace.

During the year under review, detail regarding complaint against sexual harassment is as follow:

1. Number of complaints received	NIL
2. Number of complaints disposed off	NIL
3. Number of cases pending for more than 90 days	NIL

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

CORPORATE GOVERNANCE

Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance. To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date.

The Company adheres to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance Practices and has implemented all the stipulations prescribed. As per Schedule-V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 a separate section of Corporate Governance together with certificate of Practicing Company Secretary confirming compliance with the requirements of corporate governance form part of the Annual Report.

LISTING ON STOCK EXHANGES

The equity shares of your Company are presently listed on BSE Limited ("BSE”) and the National Stock Exchange of India Limited ("NSE”) and the annual listing fee for the year 2025-26 was paid within the scheduled time to BSE & NSE

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

The Board of Directors affirms that during the Financial Year 2024-25, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e. SS-1 and SS-2 relating to Meetings of the Board of Directors and General Meetings respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.

CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Companys business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for ones conduct in dealing with the Company, fellow Directors and with the environment in which the Company operates.

CEO AND CFO CERTIFICATION

Pursuant to the Listing Regulations, the CEO and CFO certification is attached with the Annual Report. The Managing Director and the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of the SEBI LODR Regulations.

ANNUAL RETURN

Pursuant to the provision of Section 134(3) and Section 92(3) of the Companies Act read with read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 as on March 31, 2025 is available on the website of the Company and can be accessed at i.e https://goyalaluminiums.com/annual return.php

GREEN INITIATIVE

Your Company has implemented the Green Initiative to enable electronic delivery of notice and annual reports along with ancillary documents to the shareholders. Electronic copies of Annual Report of the financial year 2024 - 25 and the Notice of 9th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depository participant(s) as on the record date.

For members, who have not registered their e-mail addresses, please update your e-mail ids with your respective Depository Participants in order to contribute to above Green Initiative programme.

Pursuant to Section 108 of the Act read with relevant rules thereunder, your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 9^th Annual General Meeting. The instructions for e-voting are provided in the Notice of the Annual General Meeting.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43 (a) (ii) of the Companies Act, 2013;

b) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

d) No fraud has been reported by the Auditors to the Audit Committee or the Board;

e) Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act,2013;

f) No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013

g) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year:

During the Financial Year under review, the Company neither filed any application nor had any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), therefore, it is not applicable to the Company.

h) The details 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 along with the reasons thereto: During the Financial Year under review, it is not applicable to the Company.

CAUTIONARY STATEMENT

The Boards Report and Management Discussion & Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forward looking statements. Some important factors that could influence the Companys operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relation.

ACKNOWLEDGEMENT

Your Companys organizational culture is embedded and engrossed with professionalism, integrity and continuous improvement across all its functions.

The Board of Directors place on record, their sincere thanks to the shareholders and investors of the Company for the trust reposed in the Company over the past several years. Their involvements are greatly valued. The Directors look forward to your continuing support. Your directors would also like to express their appreciation for the assistance, guidance and co-operation provided by various government authorities, the banks/financial institutions, business associates, stock exchanges and other stakeholders such as members, customers, suppliers, and ancillary undertakings for their co-operation and assistance.

The Companys executives, staff and workers are instrumental in the Company scaling new heights year after year, and their commitment and contribution is deeply acknowledged. Shareholders involvements are greatly valued. The Directors look forward to your continuing support. The Board would like to reiterate its commitment to continue to build the organisation into a truly world-class enterprise in all aspects.

For and on behalf of Board of Directors Goyal Aluminium Limited

SD/- SD/-

(Sandeep Goyal) (Kanchan Goyal)

Date: 22/08/2025 Chairman, Managing Director & CFO Director

Place: New Delhi DIN:07762515 DIN: 09597233