Your Directors' hereby present the 36^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, 2024.

1. FINANCIAL HIGHLIGHTS:

(in Thousands)

2. DIVIDEND AND GENERAL RESERVE:

The Board of Directors of the Company have 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 Nil (in Thousands) as
against the Turnover of INR 10,347.80 (in Thousands) in the Previous Year.

Your Company has incurred a profit of INR 14,365.94 (in Thousands) as against the loss of INR
1,457.84 (in Thousands) in the previous year.

4. CHANGE IN THE NATURE OF BUSINESS:

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

5. SHARE CAPITAL

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, 2024, 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.

6. AMOUNT TRANSFERRED TO RESERVES

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

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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:

During the year under review following changes took place in the Board of Directors and Key
Managerial Persons:

• Ms. Geeta Sethi has appointed as Additional Managing Director (Executive Director) of the
Company w.e.f. 15^th April, 2024.

• Mr. Dharmendra Gupta has appointed as Additional Independent Director of the Company w.e.f.
04^th May, 2024.

• Mr. Suresh Rai has appointed as Additional Independent Director of the Company w.e.f. 04^th May,
2024.

• Ms Namrata Sharma has appointed as Additional Independent Director of the Company w.e.f 1^st
June, 2024.

• Ms Apra Sharma has appointed as Additional Independent Director of the Company w.e.f 1^st June,
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 Additional 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.

• Ms. Smita Chaturvedi has resigned from the post of Company Secretary and Compliance officer of
the company w.e.f 01^st June, 2024.

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

• Mrs. Utpal Agrawal has resigned from the post of Non-Executive Non-Independent Director of
the Company w.e.f. 04^th May, 2024.

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

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

8. SECRETARIAL STANDARDS

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.

9. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the year ended 31^st March, 2024, the
applicable accounting standards have been followed and there are no material departures
from the same;

(ii) such accounting policies have been selected 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 as at 31^st March, 2024 and of the profit or loss of the
Company for that period;

(iii) proper and sufficient care has been taken 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 frauds and other
irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis.

(v) 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

(vi) 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.

10. AUDITORS & AUDITORS' REPORT
Statutory auditors:

In accordance with the Companies Act 2013, the statutory auditors of the Company, M/s. S V P
& Associates, Chartered Accountants, New Delhi, were appointed as statutory auditors of the
Company. However, the Board has recommended the appointment of M/s. GSA &
ASSOCIATES LLP (000257N/N500339) (LLP Registration Number AAS-8863), as the Statutory
Auditors of the Company to fill the casual vacancy caused due to the resignation of M/s S V P &
Associates, Chartered Accountants, (Firm Registration Number: 0003838N) dated 15.07.2024, to
hold office until the conclusion of this 36^th Annual General Meeting, at such remuneration plus
out-of-pocket expenses and applicable taxes etc.

Auditors' Qualifications and Management's Reply:

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.

Cost auditor:

As the production of the Company is closed since July, 2013, the Company has not appointed the
Cost Auditor for year 2023-2024.

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 Board of Directors
appointed M/s. Vikas Verma & Associates, Company Secretaries, having its registered office at
B-502, Statesman House, 148, Barakhamba Road, New Delhi - 110001 as Secretarial Auditor for
the year 2023-2024. The Report of the Secretarial Audit is annexed herewith as Annexure-I. The
said Secretarial Audit Report contains qualification, reservations, adverse remarks and
disclaimer.

Internal Auditor:

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

11. LISTING OF SECURITIES

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

12. MEETINGS OF THE BOARD AND OTHER COMMITTEES:

Meeting of the Board

During the year, the Board of Directors met 5 (Five) times during the financial year 2023-24, the
details of which are given in the Corporate Governance Report that forms part of this Annual
Report. The maximum interval between any two meetings did not exceed 120 days.

(i) 27th May, 2023;

(ii) 11th August, 2023;

(iii) 10th November, 2023;

(iv) 12th February, 2024 and;

(vi) 15th March, 2024.

Other Committee

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.

13. DECLARATION BY INDEPENDENT DIRECTORS:

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.

14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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 2024, the Board consisted of 4 (four)
members, 2 (two) of whom were Independent Directors and 2 (two) were Non-Executive Non¬
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.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015,
Independent Directors at their meeting held on 06^th March, 2024 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.

16. RISK MANAGEMENT

The Board takes responsibility for the overall process of risk management throughout the
organization. Through an Enterprise Risk Management Programme, 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.

17. PUBLIC DEPOSITS

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.

18. CORPORATE GOVERNANCE

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.

19. BUSINESS RESPONSIBILITY REPORT (BRR)

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.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under Regulation 34(3) read with
Schedule-V of the SEBI (LODR) Regulations, 2015 is presented in a separate section in this Annual
Report.

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

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

(A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilizing alternate sources of energy;

(iii) 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

22. MANAGING DIRECTOR CERTIFICATION

As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the Managing
Director's Certification is at Annexure-II.

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

During the Financial Year 2023-24, there have been no material changes and commitments
affecting the financial position of the Company.

24.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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.

25. 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 previous years.

26. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL
WITH REFERENCE TO THE FINANCIAL STATEMENTS

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.

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

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.

28. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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.

29. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Company's website
www.gael.co.in.

30. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and
(3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the relevant details are furnished below:

Notes:

1. There were no confirmed employees on the rolls of the Company as on 31^st March 2024.

2. Median remuneration of employees of the Company during the financial year 2023-2024 was
NIL.

31. THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

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.

During the year under review, there was no employee on the payroll of the Company, as the
production of the Company is discontinued with effect from July, 2013. Therefore, the reporting
requirements under the Sexual Harassment of Women at The Workplace (Prevention, Prohibition
& Redressal) Act, 2013 is not applicable.

32. FAMILIARISATION PROGRAMMES

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 www.gael.co.in.

33. CODE OF CONDUCT

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.

34. CORPORATE SOCIAL RESPONSIBILITY [CSR]:

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.

35.SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS:

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

36. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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
www.gael.co.in.

37. STATEMENT ON OTHER COMPLIANCES

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.

ACKNOWLEDGEMENTS

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.

For and on behalf of the Board of Directors
Golkonda Aluminium Extrusions Limited

Place: New Delhi Geeta Sethi Namrata Sharma

Date: 26^th July, 2024 Managing Director Chairman and Director

DIN: 10317304 DIN: 10204473