The Board of Directors of your Company takes pleasure in presenting the 31st (Thirty-First) Director's
Report together with the Audited Financial Statements for the Financial Year ended 31st March 2025
along with the Report of Statutory Auditors of your Company.

FINANCIAL HIGHLIGHTS:

The performance of the Company for the financial year ended 31st March 2025 is summarized below:

(Rs. In Lakhs)

FINANCIAL PERFORMANCE:

During the financial year under review, your company recorded total revenue from operations amounted
to Rs. 78.98 Lakhs as compared to the previous year Rs. 85.78 Lakhs and incurred Net Loss of Rs. 9.29
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 2025 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 99,600 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:

During the financial year under review, the Company has not transferred any sum to reserves pursuant to
the provisions of Section 123 of Companies Act, 2013 for the financial year ended 31st March 2025.
However, during the year under review loss of Rs. (9.29) Lakhs was transferred to Reserve and Surplus.

DIVIDEND:

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 read along with the Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and
modifications, thereof) does not apply to the Company as there was no dividend declared during the
financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review, as stipulated under
Regulation 34 read along Schedule V of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 is presented in a separate section forming part of the Annual Report. (Annexure-I)

CORPORATE GOVERNANCE REPORT:

As per the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, compliance with the Corporate Governance provisions as specified in regulations 17, 17A, 18, 19,
20, 21,22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46
and para C, D and E of Schedule V are not applicable to Companies having Paid up Equity Share Capital
not exceeding Rs.10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous
Financial Year.

Accordingly, 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31st March 2025, your Company's Board had 4 members comprising of one (1) Executive Director,
one (1) Non-Executive and Non-Independent Woman Director, and two (2) Independent Directors. The
details of Board and Committee composition, tenure of directors, and other details are available later part
of the Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills,
expertise, and competencies of the Directors in the context of the Company's business for effective
functioning.

A. RETIREMENT BY ROTATION:

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with rules made thereunder
and Articles of Association of your Company, Mrs. Meena Bhushan Kerur (DIN: 02454919), Non¬
Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being
eligible, offers herself for reappointment.

The Board recommends the re-appointment of Mrs. Meena Bhushan Kerur as Director for your
approval.

B. APPOINTMENT/ RE-APPOINTMENT/ CESSATION/ CHANGE IN DESIGNATION OF

DIRECTORS/KMP DURING THE YEAR:

During the financial year under review, Mr. Durgaprasad Palupuri tendered his resignation from the
office of Chief Financial Officer with effect from 9th May 2024 and Mr. Pradeep Kumar Mohapatro
was appointed as Chief Financial Officer of the Company with effect from 6th August, 2024.

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.

C. APPOINTMENT/ RE-APPOINTMENT/ CESSATION/ CHANGE IN DESIGNATION OF

DIRECTORS/KMP AFTER THE CLOSURE OF FINANCIAL YEAR AND UNTIL THE DATE OF
THIS REPORT:

Mr. Srikrishna Naik was re-appointed as a Managing Director of the Company with effect from 9th
August 2025 in the Board Meeting held on 8th August 2025 as per the recommendation of
Nomination and Remuneration Committee, subject to approval of members of the Company. The
Board recommends the re-appointment of Mr. Srikrishna Naik as Managing Director for your
approval.

Mr. Maqsood Ahmed was re-appointed as Director (Non-Executive and Independent) of the
Company with effect from 30th September 2025 for a second (2) term of five (5) consecutive years
in the Board Meeting held on 4th September 2025 as per the recommendation of Nomination and
Remuneration Committee, subject to approval of members of the Company. The Board
recommends the re-appointment of Mr. Maqsood Ahmed as Director (Non-Executive and
Independent) for your approval.

Mr. Rohan Bhushan Kerur was appointed as Director (Non-Executive and Non-Independent) of the
Company, liable to retire by rotation with effect from 29th September 2025 in the Board Meeting held on
4th September 2025 as per the recommendation of Nomination and Remuneration Committee, subject
to approval of members of the Company. The Board recommends the re-appointment of Mr. Rohan
Bhushan Kerur as Director (Non-Executive and Non-Independent) for your approval.

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 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 includes
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.

AUDITORS:

i. STATUTORYAUDITORS:

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 2024-25 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 2024-25, 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 2024-25 and of the profit and loss of
the Company for the year 1st April 2024 to 31st March 2025;

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 i.e. the Company does not have the net worth of Rs. 500 Crore or turnover of Rs.
1,000 Crore or more or a net profit of Rs. 5 Crore or more during the immediately preceding financial year.

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, 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, 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 2024-25.

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.

NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent/ Non-Executive Directors except Mrs. Meena Bhushan Kerur being sister of Mr.
Srikrishna Naik and to the extent shares held by her has any pecuniary relationship or transactions with
the Company which in the judgment of the Board may affect the independence of the Directors.

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.

MATERNITY BENEFIT COMPLIANCE:

The Company has complied with all the provisions of Maternity Benefit Act, 1961, including provisions
relating to leave, maternity benefits and workplace support.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) and section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of
the Companies (Management and Administration) Amendment Rules, 2021, the Company has
uploaded a copy of the Annual Return as on 31st March, 2025 on the website of the Company and the
web link for the same is on the website of the Company at https://www.goldencarpets.com/
annualreports.html

DISCLOSURES:

i. NUMBER OF BOARD MEETINGS:

The Board of Directors of the Company met Four (4) 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 2024;

2. 6th August 2024;

3. 14th November 2024;

4. 14th February 2025

(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 2025 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 14th February 2025 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.

ii. 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 Bhushan Kerur - Member

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

The Audit Committee met Four (4) times during the financial year and the dates on which the said
meetings were held are as follows;

1. 30th May 2024;

2. 6th August 2024;

3. 14th November 2024; &

4. 14th February 2025.

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 Bhushan Kerur - Member

The Meeting of Nomination and Remuneration Committee was held on 6th August 2024.

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 Bhushan 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 14th February 2025.

iii. 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
2024-25.

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 financial 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:

The Directors of your Company 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: 4th September 2025 DIN_: 01730236