The Board of Directors of your Company takes pleasure in presenting 39th Annual Report and audited Standalone accounts on the businessand operations of your Company for the financial year ended 31st March, 2025.
Particulars
2024-25
2023-24
Total income
3966
3535
Earnings before interest, tax & depreciation
341
293
Finance cost
80
78
Depreciation
45
35
Profit before tax
216
180
Profit after tax
162
131
Earnings per Share (in ')
49.71
45.92
The Company achieved remarkable growth during the FY2024 - 25 by selling highest ever volume of engineeredproducts, i.e. 442,618 MT. The Company has total 5,00,000tons manufacturing capacity. Goodluck is into four majorverticals, which are ERW Steel Tube, Precision tube, Precisionengineering and fabrication and forging. The company hasstarted its solar in a separate vertical owing to the superlativedemand in this segment. Also aerospace and defence tooare other area of interest, which in management opinionrequires social especial focus. The Company caters manydiverse sectors of the economy that include auto, infra, highspeed railway, specialized infrastructure, solar, aerospace anddefence components.
The consolidated total revenue for the FY 2024-25 stoodat ' 3971.21 Crores as compared to ' 3537.73 Crores in thePrevious year. The EBITDA was up by 16.4% to '344 Crores andPAT grew by 25%% to ' 165.62Crores.
While examining the profitability of our standalonecompany, we witnessed EBITDA grew from ' 292Crores last year to ' 341 Crores this year, marking anincrease of 16.3.2%. In terms of profitability, it grew' 161.74 Crores, up from ' 130.54Crores last year, whichrepresents an impressive increase of 23.9 %. Profit Before Taxstood at ' 179 Crores, while this year it has risen to ' 215Crores, reflecting a growth of 19.8% in PBT.
In accordance with Regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), the Company has formulated andadopted a dividend distribution policy, as approved by itsBoard of Directors.
This Policy will regulate the process of dividend declarationand its pay-out by the Company in accordance with theprovisions of Companies Act, 2013 read with SEBI (LODR)regulations, 2015. The Policy is available on the Company'swebsite: https://www.goodluckindia.com/pdf/dividend-
distribution-policy.pdf
The Board of Directors recommended a Final dividend @200%, i.e. ' 4/- per equity Share on 32738509 equity shares ofRs. 2 each of the Company, for the year ended March 31,2025,subject to the approval of the Members at the ensuing AnnualGeneral Meeting.
The Company is committed to maintain high standardsof corporate governance. A separate report on corporategovernance, pursuant to regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, isprovided with a certificate from the Secretarial Auditors of theCompany regarding compliance of conditions of CorporateGovernance as stipulated under Listing Regulations, includingthe management discussion and analysis, and shareholders'information forms a part of this report.
As required by Regulation 17(8) read with Schedule II PartB of the Listing Regulations, the Management and CFO ofthe Company have given appropriate certifications, interalia, confirming the correctness of the financial statementsand cash flow statements, adequacy of the internal control
measures and reporting of matters to the Audit Committee tothe Board of Directors.
Details of the depository system and listing of shares andRegistrar & Share Transfer Agent are given in the sectionShareholder information, which forms a part of the CorporateGovernance Report.
Pursuant to Regulation 34(2)(f) of the Listing Regulationsand SEBI circular no. SEBI/LAD-NRO/ GN/2021/2 dated May5, 2021, your Company provides the prescribed disclosuresin new reporting requirements on Environmental, Socialand Governance ("ESG") parameters called the BusinessResponsibility and Sustainability Report ("BRSR") whichincludes performance against the nine principles of theNational Guidelines on Responsible Business Conduct and thereport under each principle which is divided into essential andleadership indicators.
Details of conservation of energy, technology absorption,foreign exchange earnings and outgo undertaken by theCompany along with the information in are given in Annexure'A' to the Directors' Report.
In accordance with the provisions of Section 152 of theCompanies Act, 2013 and in terms of the Article of Associationof Company, Mr. Ramesh Chandra Garg (DIN: 00298129),Whole Time Director is liable to retire by rotation at the ensuingAGM and being eligible, offer himself for re-appointment. Theproposal regarding his re-appointment is placed for approvalby the shareholders.
As on March 31, 2025, your Company's Board has eightmembers. This includes four Executive Directors, and four Non¬Executive Independent Directors, two of whom are a WomanIndependent Director. You can find details about the Boardand Committee composition, director tenure, and more in theCorporate Governance Report, which is part of this AnnualReport.
During the year, there were no changes in Directors/ KeyManagerial Personnel.
The details of the meetings of the Board of Directors and itsCommittees, convened during the financial year 2024-25 arementioned under the Corporate Governance Report whichforms a part of this report.
Disclosing the details of the Statutory Auditors in the Board'sReport helps ensure transparency and gives shareholders andother stakeholders confidence in the Company's financialhealth and adherence to regulations.
M/s Sanjeev Anand & Associates, Chartered Accountants(Firm Registration No. 007171C), have been appointed asthe Statutory Auditors of the Company for a period of fiveyears, commencing from the conclusion of the 38th AnnualGeneral Meeting (AGM) until the conclusion of the 43rdAGM, to examine and audit the accounts of the Company, onsuch remuneration as may be mutually agreed upon betweenthe Board of Directors of the Company.
The report of the Statutory Auditor forms part of the IntegratedAnnual Report and Annual Accounts for FY 2024-25. The saidreport does not contain any qualification, reservation, adverseremark or disclaimer. The Notes on financial statementsreferred to in the Auditor's Report are self-explanatory and donot call for any further comments.
No fraud has been reported by the Auditor under section143(12) of the Companies Act, 2013 requiring disclosure in theBoard's Report.
The Board has appointed M/s Ravi S Sharma & Associates,Practicing Company Secretary (FCS - 7336), to conductSecretarial Audit for the financial year 2024-25. The SecretarialAudit Report for the financial year ended March 31, 2025 isannexed herewith marked as Annexure 'B' to this Report.
The Secretarial Audit Report for the year does not contain anyqualification or reservation remarks.
In order to comply with the recent amendments of ListingRegulations Board of Directors of the Company has proposed,to M/s Ravi S Sharma & Associates, Practicing CompanySecretary (FCS - 7336), to undertake the Secretarial Auditof the Company for a period of 5 (five) consecutive years,commencing from the 39th AGM to hold office till theconclusion of the 44th AGM of the Company, subject toapproval of shareholders, Disclosure regarding appointmentas required under Listing Regulations is provided in the Noticeof the 39th AGM of the Company. Your Board recommendsthe appointment of M/s Ravi S Sharma & Associates, PracticingCompany Secretary, as the Secretarial Auditor of the Company,for a term of five consecutive years.
In terms of Section 148 of the Companies Act, 2013, the
Company is required to maintain cost records and have theaudit of its cost records conducted by a Cost Accountant.Cost records are prepared and maintained by the Company asrequired under Section 148(1) of the Companies Act, 2013.
The Board of Directors of your Company, on therecommendations made by the Audit Committee hasapproved the appointment of Mr. S. R. Kapur, PracticingCost Accountant, (M. No. 4926) as the Cost Auditor of yourCompany to conduct the audit of cost records for the financialyear 2025-26. The remuneration proposed to be paid to theCost Auditor, subject to your ratification at the ensuing 39thAnnual General Meeting.
Your Company has received consent from Mr. S. R. Kapur,Practicing Cost Accountant, to act as the Cost Auditor forconducting audit of the cost records for the financial year 2025¬26 along with a certificate confirming their independence andarm's length relationship.
The Company has maintained the Cost Records as specified bythe Central Government under Section 148(1) of the Act.
The Statutory Auditor's Report to the Shareholders togetherwith Accounts for the year ended 31st March, 2025 andnotes thereon are attached, which are self-explanatory. Theobservations of Statutory Auditors, Secretarial Auditors andCost Auditors in their report, read with the relevant Notes toAccounts are self-explanatory and therefore, do not requireany further explanation.
The Statutory Auditors of the Company have not reportedany fraud as specified under the second proviso of Section143(12) of the Companies Act, 2013 (including any statutorymodification(s) or re-enactment(s) for the time being inforce). The Auditors' Report for the financial year ended 31stMarch, 2025, does not contain any qualification, reservation oradverse remark.
The Management Discussion and Analysis forms an integralpart of this report and gives details of the overall industrystructure, economic developments, performance and stateof affairs of your Company's businesses, internal controls andtheir adequacy, risk & concerns, risk management systems andother material developments etc. during the financial year2024-25.
Your Company has not invited or accepted any fixed depositsduring the year as per the provisions of Section 73(2) of the
Companies Act, 2013, and the rules made there under and assuch, no amount of principal or interest was outstanding onthe date of the Balance Sheet.
The Board of your Company has laid down internal financialcontrols to be followed by the Company and that such internalfinancial controls are adequate and operating effectively. YourCompany has adopted policies and procedures for ensuringthe orderly and efficient conduct of its business, includingadherence to the Company's policies, the safeguarding of itsassets, the prevention and detection of frauds and errors, theaccuracy and completeness of the accounting records, andthe timely preparation of reliable financial disclosures.
The Company has 5 subsidiaries as on March 31,2025. Duringthe year under review, the Board of Directors reviewed theaffairs of material subsidiaries. There has been no materialchange in the nature of the business of the subsidiaries.
Further, the report on the performance and financial positionof each subsidiary and salient features of their FinancialStatements in the prescribed Form AOC-1 is annexed to thisReport as Annexure 'C'.
As per the SEBI Listing Regulations, a policy on materialsubsidiaries as approved by the Board of Directors, may beaccessed on the Company's website www.goodluckindia.com.
During the financial year 2024-25, the Board of the Companyconsists of Mr. Rajiv Goel, Mrs. Rajni Abbi, Mr. Madhur Gupta,Ms. Charu Jindal as Independent Directors. These Directorshave confirmed that they fulfill all the requirements asstipulated in Section 149(6) of the Companies Act, 2013 soas to qualify themselves to be appointed as an IndependentDirectors under the provisions of the Companies Act, 2013and the Rules thereunder.
Every Independent Director, at the first meeting of the Boardin which he participates as a Director and thereafter at the firstmeeting of the Board in every financial year, gives a declarationthat he meets the criteria of independence as provided underlaw.
The Board of Directors confirm that the Independent directorsappointed during the year also meet the criterial of integrity,expertise and experience in terms of Rule 8 of the Companies(Accounts) Rules, 2014.
17. Disclosure as per the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act,2013
Your Board strongly believes in providing a safe andharassment-free workplace for every individual working in theCompany. It is the continuous endeavour of the Managementto foster an environment that is free from discrimination andharassment, including sexual arassment, a detailed reporton Sexual Harassment of Women at Workplace disclosed inthe Corporate Governance Report, which forms part of thisAnnual Report.
In compliance with the requirement of the Companies Act,2013 the Company has put in place Risk Minimization andAssessment Procedures. In order to effectively and efficientlymanage risk and address challenges, the Company hasformulated Risk Management Policy.
The objective of any risk identification and assessment processis to evaluate the combination of likelihood and level ofnegative impacts from an event. The three main componentsof risk assessment are business risk, service/operational riskand external risk.
The Company manages the risk in line with current riskmanagement best practices. This facilitates the achievementof our objectives, operational effectiveness and efficiency,protection of people and assets, informed decision-makingand compliance with applicable laws and regulations.
In pursuance to Rule 8(5) of Companies (Accounts) Rules,2014, there is no change in the nature of business of Company.
In pursuance to Rule 8(5) (vii) of Companies (Accounts) Rules,2014, there were no significant or material orders were passedby the Regulators or Courts or Tribunals during the financialyear 2024- 25 which would impact the going concern statusand Company's operations in future.
Particulars of loans given, investments made, guarantees givenand securities provided along with the purpose for which theloan or guarantee or security is proposed to be utilized by therecipient are provided in the financial statements.
The Board members are provided with necessary documents,
reports and internal policies to enable them to familiarizewith the Company's procedures and practices. Periodicpresentations are made at the Board and Board CommitteeMeetings, on business and performance updates of theCompany. The details of such familiarization programmesfor Independent Directors are posted on the website of theCompany and can be accessed at the link https://www.goodluckindia.com.
All Contracts/transactions/arrangements entered into by theCompany during the financial year with the Related Partieswere in ordinary course of business and on an arm's lengthbasis and in accordance with the provisions of the CompaniesAct, 2013, read with the Rules issued thereunder and theListing Regulations. Further, there were no transactions withrelated parties which qualify as material transactions underthe Listing Regulations.
All transactions with related parties were reviewed andapproved by the Audit Committee. Omnibus approval isobtained for un-foreseen transactions. Subsequently on aquarterly basis the transactions are presented to the AuditCommittee, specifying the nature, value and terms andconditions of the same.
The Company has made transactions with related partiespursuant to Section 188 of Companies Act, 2013. Theparticulars of material contracts or arrangements with relatedparties referred to in sub-section (1) of section 188 in the FormAOC-2 is annexed herewith as Annexure 'D'.
The Company has formulated a policy on materiality of relatedparty transactions and also on dealing with Related PartyTransactions which has been uploaded on the Company'swebsite at the weblink: https://www.goodluckindia.com.
24. Policy on appointment and remuneration to be paid toDirectors, Key Managerial Personnel (KMP) and otheremployees and criteria formulated by the Committeefor determining qualification, attributes, Independenceof a director
The Board has adopted a policy, on remuneration to be paidto Directors, Key Managerial Personnel and other employeesand Criteria for Appointment of Directors. The objective ofthe policy is to define the criteria for qualification, qualitiesand characteristics for the Board as a whole and to ensurethat Executive/Non-Executive Directors and Key ManagerialPersonnel are sufficiently compensated for their performance.
The Composition and strength of the Board of Directors
("the Board") of the Company is subject to the provisions ofthe Companies Act, 2013, Listing Regulations and Articlesof the Association of the Company. The Nomination andRemuneration Committee is responsible for evaluating thequalifications of each candidate to be appointed as Directoron the Board. In general, it is expected from a Director topossess appropriate skills, experience and knowledge in oneor more fields of finance, law, management, sales, marketing,administration, research, corporate governance, technicaloperations or other disciplines related to the Company'sbusiness or in the area of his expertise and to have ampleexperience and a proven record of professional success,leadership and the highest level of personal and professionalethics, integrity and values.
Non-Executive Independent Directors may receive sittingfees for attending the Meeting of the Board and Committeesthereof. The Executive Directors and other employees arepaid remuneration by way of salary, perquisites, allowances.Perquisites and retirement benefits are paid as per theCompany policy. The remuneration of Executive Directors,as recommended by the Nomination and RemunerationCommittee, is approved and further recommended by Boardof Directors to the Members for approval. Remunerationand annual pay of Executive Directors and employees isdetermined keeping in view the industry benchmark and therelative performance of the Company.
A director shall possess appropriate skills, experience andknowledge in one or more fields of finance, law, management,sales, marketing, administration, research, corporategovernance, operations or other disciplines related to thecompany's business or in the area of his expertise.
A director shall be a person of integrity, who possessesrelevant expertise and experience and who shall upholdethical standards of integrity and probity; act objectivelyand constructively; exercise his responsibilities in a bona-fidemanner in the interest of the company; devote sufficient timeand attention to his professional obligations for informedand balanced decision making; and assist the company inimplementing the best corporate governance practices.
Directors should be free to present their view pointindependently, Company has also adopted to conduct theseparate meeting of the independent Directors, which willensure that the independent directors of the Companycan review the performance of the Board and Chairman.
Moreover, the Directors should meet the other requirementsof the Companies Act, 2013 and Regulation 16(1) (b) ofListing Regulations concerning independence of directors. Acomplete Remuneration Policy is available Company's websiteat the weblink: https://www.goodluckindia.com .
In terms of the requirement of the Companies Act, 2013 andthe Listing Regulations, an annual performance evaluation ofthe Board is undertaken where the Board formally assesses itsown performance with the aim to improve the effectivenessof the Board and the Committees. During the year, Boardevaluation cycle was completed by the Company internallywhich included the evaluation of the Board as a whole, BoardCommittees and the Peer evaluation of the Directors. Theexercise was carried out through a structured evaluation toevaluate the performance of individual directors including theBoard Chairman along with the Chairman of the Nominationand remuneration Committee of the Company. The evaluationprocess focused on various aspects of the functioning ofthe Board and Committees, experience and competencies,performance of specific duties and obligations, governanceissues, etc.
The evaluation of Independent Directors was carried outby the entire Board and that of the Chairman and the Non¬Independent Directors were carried out by the IndependentDirectors.
The performance of the Board was evaluated on the basisof the criteria such as the Board composition and structure,effectiveness of Board process, information and functioningetc. The performance of the committees was evaluated on thebasis of the criteria such as the composition of the committees,effectiveness of committee meetings, etc. The Board andNomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of thecriteria such as the contribution of individual director to theBoard and committee meetings like preparedness on the issueto be discuss meaningful and constructive contribution andinputs in meetings, etc.
The Directors were satisfied with the evaluation results,which reflected the overall engagement of the Board and itsCommittees with the Company.
In the coming year, the Board intends to enhance focus ondiversity of the Board through the process of induction ofmembers having industry expertise, strategic plan, exploringthe new drivers of growth and further enhancing engagementwith investors.
In compliance with Section 135 of the Companies Act, 2013read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014, the Company has established CorporateSocial Responsibility (CSR) Committee and statutorydisclosures with respect to the CSR Committee and an AnnualReport on CSR Activities forms part of this Report as Annexure'E. The CSR Policy may be accessed on the Company's websiteat the weblink: https://www.goodluckindia.com.
The Company has not bought back any of its securities duringthe year under review.
The Board opted not to propose any transfer to reserve atthis time, choosing instead to allocate resources towardopportunities that may foster growth and resilience in thefuture. The decision reflects a careful consideration of ourcurrent needs and a strategic approach.
The Company is committed to adhere to the highest standardsof ethical, moral and legal conduct of business operations.To maintain these standards, the Company encourages itsemployees who have concerns about suspected misconductto come forward and express these concerns without fearof punishment or unfair treatment. A Vigil (Whistle Blower)mechanism provides a channel to the employees andDirectors to report to the management concerns aboutgenuine concerns or grievances, unethical behavior, actual orsuspected fraud or violation of the Codes of conduct or legalor regulatory requirements incorrect or misrepresentationof any financial statements and reports, etc. The detail vigilmechanism may be accessed on the Company's website atthe weblink: https://www.goodluckindia.com.
Pursuant to Section 134(3)(a) and 92(3) of the Act, the AnnualReturn for financial year 2024-25 of the Company has beenplaced on the website of the Company at https://www.goodluckindia.com/shareholder-information.php.
Particulars of employees and the ratio of the remunerationof each director to the median employee's remuneration andother details in terms of Section 197 of the Companies Act,2013 read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 isattached herewith as Annexure 'F'.
Annual listing fee for the year 2024-25 has been paid by theCompany to the stock exchanges where the company is listed,i.e., BSE Ltd. and National Stock Exchange Limited.
33. Material Changes and Commitments Affecting theFinancial Position of the Company as on 31st March2025
During the year, there was no change in the general nature ofbusiness of your Company. Except as disclosed elsewhere inthis Report, no material change or commitment has occurredwhich would have affected the financial position of yourCompany between the end of the financial year to whichthe financial statements relate and the date of the report. Nosignificant and material order was passed by the regulatorsor courts or tribunals which would have impacted the goingconcern status and your Company's operations in future.Your Company has not made any provision of money for thepurchase of, or subscription for, shares of your Company orits holding company, to be held by or for the benefit of theemployees of your Company and hence the disclosure asrequired under Rule 16(4) of Companies (Share Capital andDebentures) Rules, 2014 is not required. No fraud took placein the Company during the year and hence, no such reportingwas made to the Audit Committee and the Board under Rule13(3) of the Companies (Audit and Auditors) Rules, 2014.
During the year under the review, there has been noapplication made or proceeding pending in the knowledgeof the company under the Insolvency and Bankruptcy Code,2016.
There is no instance for one-time settlement with Banks orFinancial Institutions. Hence, there is no question of differencebetween amount of the valuation done at the time of one¬time settlement and the valuation done while taking loanfrom the Banks or Financial Institutions.
The Company is in compliance with the provisions of theMaternity Benefit Act, 1961, as amended by the MaternityBenefit (Amendment) Act, 2017. All eligible women employeeshave been extended maternity leave and other applicablebenefits as prescribed under the Act.
The Directors state that the applicable Secretarial Standards i.e.,
SS-1 and SS-2, issued by the Institute of Company Secretariesof India, relating to Meetings of Board of Directors and GeneralMeetings respectively, have been duly complied with.
In accordance with Regulation 32 (4) of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015,the Board confirms that there has been no deviation orvariation in the utilisation of proceeds from the preferentialissue of equity shares. The funds were utilised for the purposesstated in the notice of the general meeting approving theissue.
The Audit Committee has reviewed the statement of utilisation,and the Board has taken note of the same.
As stipulated in Section 134(3) (c) of Companies Act, 2013, yourDirectors subscribe to the "Directors Responsibility Statement"and confirm as under:
a. That in the preparation of the annual accounts, theapplicable accounting standards have been followedalong with proper explanations relating to materialdepartures.
b. That the directors have selected such accounting policiesand applied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue & fair view of the state of affairs of the Company at theend of Financial Year 2024-25 and of the Profit & Loss A/cof the Company for that period.
c. That the directors have taken proper and sufficient careof the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguardingthe assets of the company and for preventing anddetecting fraud and other irregularities.
d. That the directors have prepared the annual accounts on agoing concern basis.
e. The directors, in case of a listed company, have laid downinternal financial controls to be followed by the Companyand that such internal financial controls are adequate andwere operating effectively.
f. The directors have devised proper systems to ensurecompliance with the provisions of all applicable lawsand that such systems were adequate and operatingeffectively.
Your Directors wish to thank and acknowledge with gratitudefor assistance and co-operation received from the financialinstitutions, banks, government authorities, customer, vendors,and members during the year under review. Your directors alsowish to place on record their deep sense of appreciation forthe committed services by the executives, staff and workers ofthe company.
Chairman
Date: 29.08.2025Place: Ghaziabad