Golkonda Aluminium Extrusions Ltd

Dear Members,

Your Directors' hereby present the 37^th Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts and the Auditors' Report for the year ended 31^st March, 2025.

The Board of Directors of the Company has not recommended any dividend on Equity Shares for the year under review.

3. REVIEW OF OPERATIONS AND STATEMENT OF COMPANY'S AFFAIRS:

During the year under review, you Company achieved a turnover of INR 32.04 (in Lakhs) as against the Turnover of INR 199.58 (in Lakhs) in the Previous Year.

Your Company has incurred a profit of INR 6.48 (in Lakhs) as against the Profit of INR 143.66 (in Lakhs) in the previous year.

There were no changes in the nature of business of the Company during the financial year.

The Authorized Share Capital of the Company is INR 1,60,000.00 (in Thousands) divided into 1,60,00,000 Equity Shares of INR 10 each. On March 31, 2025, the paid-up equity share capital stood at INR 52,695.09 (in Thousands) divided into 52,69,509 equity shares of INR 10 each. During the year under review, there was no change in the Company's issued, subscribed and paid-up equity share capital.

The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:

• Ms. Geeta Sethi has appointed as Managing Director (Executive Director) of the Company w.e.f. 15^th April, 2024. • Mr. Dharmendra Gupta has appointed as Independent Director of the Company w.e.f. 04^th May, 2024 & has changed the Designation to non-independent director w.e.f 23^rd August, 2024. • Mr. Suresh Rai has appointed as Additional Independent Director of the Company w.e.f. 04^th May, 2024 & has changed the Designation to Excutive director w.e.f 23^rd August, 2024 Resigned w.e.f 28 July 2025. • Ms Namrata Sharma has appointed as Independent Director of the Company w.e.f 18^th November, 2024. • Ms Apra Sharma has appointed as Independent Director of the Company w.e.f 18^th November^t , 2024. • Ms. Anshika Jain has appointed as Company Secretary and Compliance officer of the company w.e.f 1^st June, 2024. • Mr Narender has appointed as Independent Director of the Company w.e.f 26^th July, 2024. • Mr Ajay Kumar has appointed as Chief Financial Officer of the Company w.e.f 26^th July, 2024.

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

8. AUDITORS & AUDITORS' REPORT

1. At the Board Meeting of the company held on Friday, 30^th May, 2025, Board has appointed M/S V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No. (011199N) as Statutory Auditors of the Company under casual vacancy in place of M/S N K BHAT & ASSOCIATES., Chartered Accountants (Firm Registration No. (011556N) who tender his resignation on 21^st May 2025, to hold the office till the conclusion of Ensuing AGM.

Appointment of M/S V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No. (011199N), as Statutory Auditors of the Company would be tabled at the meeting of Members, to be appointed as a Statutory Auditor of the Company Subject to the approval of Shareholders at General Meeting.

2. At the Board Meeting of the company held on Tuesday, 13th May, 2025, Board has appointed M/S N K BHAT & ASSOCIATES, Chartered Accountants (Firm Registration No. (011556N),) as Statutory Auditors of the Company under casual vacancy in place of GSA & ASSOCIATES LLP., (04.02.2025) Chartered Accountants (ICAI Registration No. AAS-8863) to hold the office till the conclusion of Ensuing AGM.

However, A Certificate from the Auditors has been received from the Statutory to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

As the production of the Company is closed since July, 2013, the Company has not appointed the Cost Auditor for year 2024-25.

The Company has appointed ACS Parul Agrawal, (Practicing Company Secretary) to hold the office of the Secretarial Auditors of the company the Financial Year 2024-25 and to give Secretarial Audit Report on various compliances by the company during the year.

Secretarial auditor's report

The Secretarial Audit Report is annexed herewith marked as Annexure-IV to this report in Form No. MR-3.

Secretarial Auditor's Observations

The Secretarial auditor has given his observations/ Remarks in Form MR-3, which is annexed herewith and marked as Annexure-IV, which are Self-explanatory and need no comments. The Board of Directors considered the matter and seeking to resolve the matter, if Any.

Pursuant to the provision of Section 134 of companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Mr. Sudish Kumar Verma was appointed as Internal Auditor of the Company.

Internal Auditor's Report

Mr. Sudish Kumar Verma placed the internal audit report to the Company. Annexed

Internal Auditor's Observations

Internal Auditor's Report is Attached.

9. LISTING OF SECURITIES

The Company is listed on the BSE Limited and is regular in paying the annual listing fee to the stock exchange.

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms and submits the Director's Responsibility Statement:-

• In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

• The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

• The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

• The Directors have prepared the accounts for the Financial Year ended 31st March, 2025 on a going concern basis.

• The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

• The Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

The Board of Directors duly met Nine (9) times during the financial year from 1^st April, 2024 to 31^st March 2025.

The dates on which meetings were held are 15/04/2024, 04/05/2024, 01/06/2024, 12/07/2024, 26/07/2024, 13/11/2024, 18/11/2024, 13/02/2025 and 14/02/2025.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/ Companies Act, 2013.

The Composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:

*Ms. Prashuka Jain has resigned from the post of Non-Executive Independent Director of the Company w.e.f. 01st June, 2024.

Mr Pradeep Kumar Jain has resigned from the post of Non-Executive Independent Director of the Company w.e.f. 01st June, 2024 *Mr. Ashutosh Agrawal has resigned from the post of Non-Executive & Independent Director of the Company w.e.f. 04th May, 2024. Mrs. Utpal Agrawal has resigned from the post of Non-Executive & Independent Director of the Company w.e.f. 04th May, 2024. *Mr Suresh Rai Executive Director of the company has been resigned w.e.f. 28^th July, 2025.

The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee;

• Nomination & Remuneration Committee; • Stakeholders Relationship Committee.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. During the year under review, all recommendations made by the various committees have been accepted by the Board.

1. COMMITTEES OF THE BOARD:

The Board has Three Committees: The Audit Committee, the Nomination & Remuneration Committee, the

Stakeholders' Relationship Committee.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial reporting progress with a view to ensuring accurate timely and proper disclosures and transparency, integrity, and quality of financial reporting. The Committee oversees the work carried out by the management, internal auditors on the financial reporting process and the safeguards employed by them.

The Audit Committee comprises three members of which two including Chairperson of the Committee are Independent Directors. During the Year, Four (4) Audit Committee Meetings were convened and held.

The Audit Committee met on 04/05/2024, 12/07/2024, 13/11/2024, and 24/03/2025.

*Ms. Prashuka Jain has resigned from the post of Non-Executive & Independent Director of the Company w.e.f. 01st June, 2024.

Mr Pradeep Kumar Jain has resigned from the post of Non-Executive & Independent Director of the Company w.e.f. 01st June, 2024.

The Audit Committee shall mandatorily review the following information:-

• Management Discussion and analysis of financial condition and results of operations.

• Statement of related party transactions (As defined by Audit Committee), submitted by Management. • Internal audit reports relating to internal control weaknesses; and

• The appointment, removal, and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

The Nomination & Remuneration Committee comprises three members of which two including Chairperson of the Committee are Independent Directors. All of the members of the Nomination and Remuneration Committee are Non-Executive Directors of the company. During the Year (3) Meetings of Nomination & Remuneration

Committee Meeting were convened and held.

The terms of reference of the remuneration committee in brief pertain to inter-alia, determining the Companies policy on and approve specific remuneration packages for executive director (s) under the Companies Act, 2013 after taking in to account the financial position of the Company, trend in the industry, appointees qualification, experience, past performance, interest of the Company and members.

Meetings of the Nomination & Remuneration Committee:

The Committee met (3) times on 15/04/2024, 04/05/2024 and 23/05/2024 during the financial year 2024-25.

The Composition of the Nomination & Remuneration Committee and their attendance at the meeting:

*Mr. Ashutosh Agrawal has resigned from the post of Non-Executive Non-Independent Director of the Company w.e.f. 04^th May, 2024.

The Stakeholders Relationship Committee comprises three members out of which two including Chairperson of the Committee are Non-Executive Directors. The Chairman of the Committee is the Independent Director of the Company. During the year (1) meeting of the Stakeholders Relationship Committee meeting was convened and held.

The scope of the Shareholders Grievance Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc., and other related activities. In addition, the Committee also investigates matters which can facilitate better investor's services and relations.

During the Financial year ended 2024-25, One (1) meeting of the Stakeholders Relationship Committee meeting was convened and held. The Date of Meeting is 10/12/2024.

The Company has received declaration from independent directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The current policy is to have an appropriate combination of executive and independent directors to maintain the independence of the Board. As on 31^st March 2025, the Board consisted of 5 (five) members, consisting of 3 (Three) Independent Directors. The Board annually evaluates the need for change in its composition and size. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board. The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Independent Directors at their meeting held on 25^th March, 2025 without the participation of the Non-independent Directors and Management, considered/evaluated the Boards' performance, Performance of the Chairman and other Non-independent Directors. SEBI (LODR) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

The Board takes responsibility for the overall process of risk management throughout the organization. Through an Enterprise Risk Management Programmed, our business units and corporate functions address risks through an institutionalized approach aligned to our objectives. This is facilitated by corporate finance. The Business risk is managed through cross-functional involvement and communication across businesses. The results of the risk assessment are presented to the senior management.

The Company has not accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

Report on Corporate Governance, Pursuant to Regulation 34 read with Schedule-V of SEBI (LODR) Regulations, 2015, and Certificate on Compliance of Corporate Governance form part of this Report.

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities. In view of the requirements specified, the Company is not mandated for the providing the BRR and hence do not form part of this Report.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of energy: N.A.

? the steps taken or impact on conservation of energy;

? the steps taken by the Company for utilizing alternate sources of energy; ? the capital investment on energy conservation equipments;

B. Technology absorption: N.A.

(i) The efforts made towards technology absorption;

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution; (iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:- a) The details of technology imported; b) The year of import; c) Whether the technology been fully absorbed; d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) The expenditure incurred on Research and Development.

C. Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year

As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the Managing Director's

Certification is at Annexure-II.

During the Financial Year 2024-25, there have been no material changes and commitments affecting the financial position of the Company.

The Company does not have any Subsidiary, Joint Venture or Associate Company. Hence, provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

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

According to Section 134(5) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company has adequate internal control procedures commensurate with the size, scale and complexity of its operations.

The details of Loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is attached to this report as Annexure III.

All the contracts/arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm's length basis. Your Directors' draw attention of the

Members to Note 3.17 of Notes on Accounts to the financial statement which sets out related party disclosures.

There were no transactions of material nature with Directors/ Promoters or any related entity, which will have any potential conflict with the interests of the Company at large.

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2024-25 is available on Company's website https://www.golkondaalminium.com/

29 . RECLASSIFICATION OF PROMOTER SHAREHOLDING

During the financial year 2024 25, the Company received a request from certain members of the Promoter Group seeking reclassification of their status from "Promoter/Promoter Group" to "Public" in accordance with

Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These individuals were neither involved in the day-to-day management of the Company nor held any controlling interest. After due review and confirmation that all the conditions prescribed under the applicable regulations were met, the Board of Directors approved the said reclassification, which was subsequently approved by the shareholders through the necessary resolution and is currently under consideration/has been approved by the stock exchange(s), dated February, 19 2025. This reclassification reflects the evolving shareholding structure of Golkonda Aluminium Extrusion Ltd and is in line with regulatory compliance and transparency requirements.

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

1. The Ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year.

Note: Sitting fees paid to Independent Directors Rs. 1,20,806.

1. The percentage increase in remuneration of each director CFO, CEO, Company Secretary or Manager, if any, in the financial year 2024-25 NIL 2. Percentage increase in median remuneration of employees in the financial year: NIL 3. There are 4 permanent employees on the rolls of the company as on 31st March, 2025.

4. Affirmation that the remuneration is as per the remuneration policy of the company: Pursuant to Rule.

5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.

1.There were no confirmed employees on the rolls of the Company as on 31^st March 2025.

2.Median remuneration of employees of the Company during the financial year 2024-25 was NIL.

In order to prevent sexual harassment of women at work place a new act "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Therefore, the reporting requirements under the Sexual Harassment of Women at The Workplace (Prevention, Prohibition & Redressal) Act, 2013 is not applicable.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25

Statement on Compliance with the Maternity Benefit Act, 1961

We hereby affirm that our company fully complies with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

We are committed to ensuring the rights and welfare of our women employees, and accordingly:

Maternity benefits, including paid leave, medical bonus, nursing breaks, and other applicable entitlements, are provided in accordance with the Act;

No discrimination is made against women employees on account of pregnancy, childbirth, or any conditions related thereto;

Appropriate records are maintained as per statutory requirements;

We ensure a safe, inclusive, and supportive work environment for all women employees, particularly during maternity and post-maternity periods.

This statement is issued in good faith and in the interest of transparency and statutory compliance.

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization Programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Company's website https://www.golkondaalminium.com/

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

The Company has not developed and implemented any Corporate Social Responsibility as prescribed under provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy), 2014 as the same are not applicable on the Company.

There are no significant and material order passed by the regulators or Courts or Tribunal's impacting he going concern status of our Company and its operation in future.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The vigil mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the

Chairperson of the Audit Committee. The policy of vigil mechanism is available on the Company's website https://www.golkondaalminium.com/

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

a. Details relating to deposits covered under Chapter V of the Act.

b.Issue of equity shares with differential voting rights as to dividend, voting or otherwise; c. Issue of shares (including sweat equity shares and employees' stock options schemes) to employees of the

Company. d.Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries; e. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company; f. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees; g.Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company; h.Issue of debentures/bonds/warrants/any other convertible securities. i. Details of any application filed for Corporate Insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016. j. Instance of one-time settlement with any Bank or Financial Institution.

The Directors would like to thank the shareholders, employees, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.