Your Directors take pleasure in presenting the 30th (Thirtieth) Directors Report together with
the Audited Balance Sheet and the Statement of Profit or Loss for the period ended 31st
March 2024 along with the Report of the Board & Statutory Auditors of your Company.

FINANCIAL HIGHLIGHTS:

The performance of the Company for the financial year ended 31st March 2024 is
summarized below:

(Rs. In Lakhs)

FINANCIAL PERFORMANCE:

Your Company continued on its growth trajectory in Financial Year 2023-24. During the
financial year under review, your company recorded total revenue from operations
amounted to Rs. 88.41 Lakhs as compared to the previous year Rs. 70.13 Lakhs and
incurred Net Loss of Rs. 4.77 Lakhs.

MATERIAL EVENTS DURING THE FINANCIAL YEAR:

Unless as provided elsewhere in this Report, there were no significant material changes and
commitments affecting financial position of the company during the financial year under
review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year under review, there was no changes in the nature of its business.
SHARE CAPITAL:

The Authorized Share Capital of the Company as on 31st March 2024 was Rs.
10,50,00,000/- divided into 1,05,00,000 equity shares of Rs. 10/- each.

The issued share capital of the Company is Rs. 10,35,92,590/- divided into 1,03,59,259
equity shares of Rs. 10/- each.

The listed share capital of the Company is Rs. 6,49,01,590/- divided into 64,90,159 Equity
shares of Rs. 10/- each.

The Paid-up Capital of the Company is Rs. 6,49,01,590/- divided into 64,90,159 Equity
Shares of Rs. 10/- each.

The difference in issued capital & listed capital is on account of 99600 equity shares that
were unsubscribed in the public issue & and 37,69,500 Equity Shares that have been
forfeited on account of non-payment of call money.

Further, during the period under review, your Company has not bought back any of its
securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has
not issued shares with Differential Voting rights and there has been no change in the voting
rights of the shareholders.

RESERVES:

In view of losses incurred by the Company, the Company has not transferred any amount to
reserve account for the year ended 31st March 2024.

DIVIDEND:

During the financial year under review, the Company has incurred losses and therefore no
dividend has been recommended by the Board.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was
no dividend declared by the Company during the year under review.

CORPORATE GOVERNANCE REPORT:

The Company's paid-up equity share capital is less than Rs. 10 crores and net worth is less
than Rs. 25 crores as on the last day of the previous financial year. As such, according to
Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, the compliances with respect to Corporate Governance disclosures are
not applicable to your Company. However, your Company strives to incorporate the
appropriate standards for Corporate Governance in the interest of the stakeholders of the
Company.

Management Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of the SEBI (LODR) Regulations, 2015 is presented in a separate section
forming part of the Annual Report. (Annexure-I)

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. RETIREMENT BY ROTATION:

Pursuant to provisions of the Companies Act, 2013, Ms. Meena Kerur (DIN:
02454919), Director will retire at this Annual General Meeting and being eligible, offers
herself for re-appointment.

The Board recommends her re-appointment.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED OR
RESIGNED DURING THE YEAR:

During the financial year under review Mr. Suryanarayana Murthy Krovi was appointed
as Director (Non-Executive and Independent) of the Company in the AGM held on
22nd August 2023 for a period of 5 years.

Apart from above there were no appointments or resignations or changes in the
Directors of the Company or Key Managerial Personnel during the financial year under
review.

The following are the details of Appointments, re-appointments and Resignations of
Directors or Key Managerial Personnel after the closure of financial year and until the date of
this report:

• Mr. Durgaprasad Palupuri the Chief Financial Officer of the Company has resigned on
9th May 2024, from the position of Chief Financial Officer of the Company.

• Mr. Pradeep Kumar Mohapatro has been appointed as Chief Financial Officer of the
Company w.e.f. 6th August 2024.

Apart from this there were no Appointments, re-appointments and Resignations of
Directors or Key Managerial Personnel after the closure of the financial year and until
the date of this report.

EVALUATION OF THE BOARD’S PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015, the Board has carried out annual performance evaluation of its own, its committees
and individual directors of the Company. The annual performance evaluation was carried
out through structured evaluation process which was based on the criteria as laid down by
Nomination and Remuneration Committee, which includes various aspects such as
composition of the Board & Committees, diversity of the Board, experience & competencies
of individual directors, performance of specific duties & obligations, contribution at the
meetings and otherwise, team work, exercise of independent judgments and

implementation of corporate governance principals etc. Based on performance evaluation,
the Board has concluded that efforts and contribution made by all directors individually as
well as functioning and performance of the Board as a whole and its committees were
proactive, effective and contributing to the goals of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

As on date of this report, the Board comprises of 4 (Four) Directors. The composition
includes 2 (Two) Independent Directors. Both the Independent Directors are appointed on
the Board of your Company in compliance with the applicable provisions of the Companies
Act, 2013 (“the Act”).

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 SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

As required under Regulation 25(7) of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, each newly appointed Independent Director is taken
through a formal induction program including the presentation from the Managing Director
on the Company's manufacturing, marketing, finance and other important aspects. The
induction for Independent Directors include interactive sessions with Executive Committee
members, Business and Functional Heads, visit to the manufacturing site etc.

POLICIES:

i. REMUNERATION POLICY:

The Board on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and
their remuneration as required under Section 178 of the Companies Act, 2013 and
Regulation 19(4) read with Schedule II of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015.

ii. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated a Whistle Blower policy and has established Vigil
Mechanism for employees including Directors of the Company to report genuine
Concerns. The provisions of this Policy are in line with the provisions of Section 177(9)
of the Act.

iii. POLICY ON BOARD DIVERSITY:

The Board on the recommendation of the Nomination & Remuneration Committee
framed a policy on Board Diversity as required Regulation 19(4) read with Part D of
Schedule II of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015.

iv. RISK MANAGEMENT POLICY:

The Board of Directors has adopted an Enterprise Risk Management Policy framed by
the Company, which identifies the risk and lays down the risk minimization procedures.
These procedures are periodically reviewed to ensure that executive management
controls risk through means of a properly defined framework.

v. PRESERVATION OF DOCUMENTS AND ARCHIVAL POLICY:

The Company has formulated a Policy pursuant to Regulation 9 and 30(4) of the SEBI
(Listing obligations and Disclosure Requirements) Regulations, 2015 on Preservation
of the Documents to ensure safekeeping of the records and safeguard the documents
from getting manhandled, while at the same time avoiding superfluous inventory of
documents.

vi. POLICY ON DISCLOSURE OF MATERIAL EVENTS/ INFORMATION:

The Policy is framed in accordance with the requirements of the Regulation 30 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The objective of
the Policy is to determine materiality of events or information of the Company and to
ensure that such information is adequately disseminated in pursuance with the
Regulations and to provide an overall governance framework for such determination of
materiality.

vii. POLICY ON RELATED PARTY TRANSACTIONS:

The Board of Directors has adopted a Policy on materiality of and dealing with related
party transactions. No material contract or arrangements with related parties were
entered into during the year under review.

Your Company's Policy on Related Party Transactions as adopted by your Board can
be accessed on the Company's website.

viii. INSIDER TRADING POLICY:

The Board of Director has adopted the Insider Trading Policy in accordance with the
requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider
Trading policy of the Company lays down guidelines & procedures to be followed, and
disclosures to be made while dealing with the shares of the Company, as well as the
consequences of the violations. The policy has been formulated to regulate, monitor
and ensure reporting of deals by employees and to maintain highest ethical standards
of dealing in Companies shares.

The Insider Trading policy of the Company covering code of practices and procedures
for fair disclosure of unpublished price sensitive information and code of conduct for
preventing insider trading, same is available on our website.

i. STATUTORY AUDITORS:

M/s. Sathuluri & Co., Chartered Accountants, (FRN: 006383S), are appointed as the
Statutory Auditors of the Company for a term of 5 (five) consecutive years to hold office
from the conclusion of the 29th Annual General Meeting (AGM) till the conclusion of the
34th AGM.

M/s. Sathuluri & Co, Chartered Accountants, Statutory Auditors have confirmed that:

a. their appointment is within the limit prescribed under the Section 141 of the Act;

b. they are not disqualified from continuing as Statutory Auditors under the Section 141 of
the Act; and

c. they hold a valid certificate issued by the peer review board of the Institute of Chartered
Accountants of India.

The Auditors' Report does not contain any reservation, qualification or adverse remarks.

ii. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Company has appointed Mr. Ramesh Atluri, Company Secretary in Whole Time
Practice, (Membership No. 9889, C P No. 16418) as Secretarial Auditor. The
Secretarial Audit report for the financial year 2022-23 is annexed herewith to this
Report. (Annexure-II).

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and
ability, confirm that:

a) In the preparation of the annual accounts for the financial year 2023-24, the applicable
accounting standards had been followed along with proper explanation relating to
material departures;

b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company at the end of the financial year
2023-24 and of the profit and loss of the Company for the year 1st April 2023 to 31st
March 2024;

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

d) The Directors had prepared the annual accounts on a going concern basis;

e) 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;
and

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

NAMES OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

The Company has no subsidiaries, joint ventures or associate companies during the
financial year under review.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee and
formulate policy on Corporate Social Responsibility as it does not fall within purview of
Section 135(1) of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

There were no materially significant transactions with related parties during the financial
year under review, which were in conflict with the interest of the Company. All the
transactions entered into by the Company with Related Parties during the year under review
were at arms-length basis. Disclosure required under the Accounting Standard (Ind AS-24)
have been made in the notes to the Financial Statement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange
earnings and outgo, is annexed and marked and forms part of this Report. (Annexure-III).

INTERNAL FINANCIAL CONTROLS:

Your Company has in place adequate internal control systems commensurate with the size
of its operations. The Company has in place adequate controls, procedures and policies,
ensuring 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 accounting records and timely preparation of reliable

financial information. Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal
auditors and the reviews performed by management and the Audit Committee, the Board is
of the opinion that the Company's internal financial controls were adequate and effective
during the Financial Year 2023-24.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not given any loan, guarantee or provided security or made any
investments pursuant to the provisions of Section 186 of Companies Act, 2013.

DISCLOSURE PERTAINING TO SEXUAL HARRASMENT OF WOMEN AT
WORKPLACE:

Your Company has always believed in providing a safe and harassment free workplace for
every individual working in premises through various interventions and practices. The
Company always endeavours to create and provide an environment that is free from
discrimination and harassment including sexual harassment.

Also, there were no complaints reported under the Prevention of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURES:

i. ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return is available on the website of the
Company at https://www.goldencarpets.com/annualreports.html.

ii. NUMBER OF BOARD MEETINGS:

The Board of Directors of the Company met Five (5) times during the financial year and
the gap between two meetings did not exceed one hundred and twenty days. The dates
on which the said meetings were held are as follows:

1. 30th May 2023;

2. 26th July 2023;

3. 08th August 2023;

4. 10th November 2023; &

5. 09th February 2024.

(i) The names and categories of the Directors on the Board, their attendance at Board
meetings held during the financial year and the number of directorships and committee
chairmanships / memberships held by them in other public companies as on 31st
March 2024 are given herein below:

Other Directorships do not include Directorships of Private Limited Companies, Section 8
companies and of companies incorporated outside India.

#Chairmanships / Memberships of Board committees shall include only Audit Committee
and Stakeholders' Relationship Committee.

The Meeting of Independent Directors was held on 9th February 2024 to:

a. evaluate the performance of the Chairperson of the company, taking into account the
views of executive directors and non-executive directors;

b. review the performance of non-independent directors and the Board as a whole;

c. assess the quality, quantity and timeliness of flow of information between the company
management and the Board so as to ensure that the Board is performing the duties
effectively and reasonably.

iii. COMMITTEES OF THE BOARD:

Currently the Board has three Committees:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee.

a. COMPOSITION OF AUDIT COMMITTEE:

Currently, the Audit Committee consists of the following members:

a. Mr. Maqsood Ahmed - Chairperson

b. Mr. Suryanarayana Murthy Krovi - Member

c. Mrs. Meena Kerur - Member

The above composition of the Audit Committee consists of Independent Directors viz., Mr.
Maqsood Ahmed and Mr. Suryanarayana Murthy Krovi who form the majority.

The Audit Committee met Five (5) times during the financial year and the dates on which the
said meetings were held are as follows;

1. 30th May 2023;

2. 26th July 2023;

3. 08th August 2023;

4. 10th November 2023; &

5. 09th February 2024.

The gap between two meetings did not exceed 120 days and the necessary quorum was
present for all the meetings.

The composition of the Audit committee and the details of meetings attended by its
members are given below:

The primary objective of the Audit Committee is to monitor and provide effective supervision
of the financial reporting process, to ensure accurate and timely disclosures with the highest
level of transparency, integrity and quality.

All the Audit Committee members are financially literate and bring in expertise in the fields of
finance, economics and management.

b. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE:

Currently, the Nomination and Remuneration Committee consists of the following
members:

a. Mr. Maqsood Ahmed - Chairperson

b. Mr. Suryanarayana Murthy Krovi - Member

c. Mrs. Meena Kerur - Member

The Meeting of Nomination and Remuneration Committee was held on 26th July 2023.

The composition of the Nomination and Remuneration Committee and the details of
meetings attended by its members are given below:

c. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

Currently, the Stakeholders Relationship Committee consists of the following
members:

a. Mrs. Meena Kerur - Chairperson

b. Mr. Srikrishna Naik - Member

c. Mr. Suryanarayana Murthy Krovi - Member

The composition of the Stakeholders Relationship Committee and the details of meetings
attended by its members are given below:

The Meeting of Stakeholders Relationship Committee was held on 9th February 2024.

iv. VIGIL MECHANISM:

The Company has implemented a vigil mechanism policy to deal with instance of fraud
and mismanagement, if any. It provides for the directors and employees to report
genuine concerns and provides adequate safeguards against victimization of persons
who use such mechanism. The Policy on vigil mechanism may be accessed on the
Company's website at the link: https://www.goldencarpets.com/policies.html. There
were no complaints received during the year 2023-24.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has generally complied with all the applicable provisions of Secretarial
Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General
Meetings (SS-2), respectively issued by Institute of Company Secretaries of India and that
such systems are adequate and operating effectively.

LISTING FEES:

The Company has timely paid listing fees for the financial year to BSE Limited where its
shares are listed.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information relating to remuneration of Directors and details of the ratio of the
remuneration of each Director to the median employee's remuneration and other details as
required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed.
(Annexure- IV).

Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration Managerial
Personnel) Rule, 2014, there are no employees who are in receipt of remuneration of Rs.
1,02,00,000/- or more per annum or Rs. 8,50,000/- or more per month or were employed for
a part of the year.

DETAILS OF DEPOSITS:

Your Company has not accepted any deposits as per Section 73 of the Companies Act 2013
from the public and as such, no amount on account of principal or interest on deposits from
public was outstanding as on the date of the Balance Sheet.

THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNSTATUS AND
COMPANY’S OPERATIONS IN FUTURE:

During the financial year, there were no significant and material orders that

were passed by the regulators or courts or tribunals impacting the going concern status and
the Company operations in future.

DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY
MEMBERS OF THE BOARD AND SENIOR MANAGEMENT PERSONNEL:

The Company has complied with the requirements about code of conduct for Board
Members and Sr. Management Personnel. The said code of conduct is available on the
website of the Company at https://www.goldencarpets.com/policies.html.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:

During the year under review, there was no one-time settlement done by the Company,
accordingly disclosure with respect to difference in valuation and reasons thereof is not
applicable.

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

There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year under review.

APPRECIATION:

Your Directors are pleased place on record their appreciation of the co-operation and
support extended by the Financial Institutions, Banks and various State and Central
Government Agencies, invaluable contribution made by the Company's employees which
made it possible for the Company to achieve these results.

They would also like to take this opportunity to thank customers, dealers, suppliers,
business associates and valued shareholders for their continued support and
encouragement.

By order of the Board of Directors
For GOLDEN CARPETS LIMITED

SD/-

SRIKRISHNA NAIK

^{Place: Hyderabad} Managing Director

Date: 6th August 2024 DIN: 01730236