Geecee Ventures Ltd

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "GCVL') along with the Audited Financial Statements, for the financial year ended March 31, 2024.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The Company's performance during the financial year ended March 31,2024 as compared to the previous financial year is summarized below:

(? in Lakhs)

The Company is majorly engaged in the activities of Real Estate Development. The Company develops residential & commercial projects and is also engaged in investing surplus funds of the Company in equity instruments, risk free Inter-Corporate Deposits and interest bearing financial instruments. Other than these activities, Company's small portion of income comes from wind power division of the Company being operated since 2010 in the Jodhpur district of Rajasthan.

There was no change in the nature of business of the Company, during the year under review.

The Company's total revenue from operation on standalone basis for the year ended March 31,2024 is ? 9,397.44 lakhs as compared to ? 3,867.67 lakh in the previous year. Out of the total revenue the Company has earned ? 6,106.22 lakhs from real estate activities, ? 259.27 lakhs from Wind power generation and ? 3,007.59 from Investments/ Financing activities as compared to ? 2,630.16 lakhs, ? 272.90 lakhs and ? 858.39 lakhs from Real Estate, Wind Power generation and Investments/ Financing activities respectively in the previous year on standalone basis.

The Company's total revenue from operation on consolidated basis for the year ended March 31, 2024 is ? 9,710.95 lakhs as compared to ? 4,136.27 lakh in the previous year. Net Profit before tax is ? 4,338.24 lakhs for the current year as compared to ? 1,434.66 lakhs for the previous year.

The year 2023 gave a fillip to the upward mobility in India's Real Estate Business. The real estate market has been mounting a recovery in 2023 and has tremendously added to India's growth story. Your Company had achieved reasonable volume of sales from its ongoing projects and was able to add re-development projects to its portfolio during the year and has some in pipeline.

In respect of "GeeCee Aspira 206" at New Panvel, the Company received Full Occupancy Certificate (OC) on September 14, 2023. Further, for "GeeCee Proximus" project at Chembur, the Company received OC on March 12, 2024. The re-development project at "Laxmi Kunj" located at Juhu is progressing as per Schedule time and it is expected to get completed by end of December 31,2024. Further for "GeeCee Emerald" project located at Kharghar, the Company received Full Commencement Certificate (CC) till 40th floors on 23^rd April 2024. The project is progressing as per Schedule Time and is expected to get completed by end of December 31, 2027. The Company received CC for Residential cum Commercial project namely "The Mist - Phase III" at Karjat on December 27, 2023. The construction of the building has been started and it is expected to get completed by end of June 30, 2028.

Other than the above On-going projects, the Company is continuously working to identify and start newer projects.

The Company has large pool of liquid assets and there exists an opportunity to invest it very efficiently. The Company oversees good opportunities to invest its funds in equity instruments, risk free InterCorporate Deposits and interest bearing financial instruments. The Company endeavours to maximize its return on surplus funds, within the parameters of prudent investment norms giving highest regard to the quality of credit risk to its investment/financing portfolio.

The Wind Power Division of GeeCee Ventures Limited commissioned its operation in 2010 by setting up 5.35 MW Wind Turbine Generators in Jodhpur District, Rajasthan. The entire power generated from these wind turbines is supplied to the power deficit state of Rajasthan.

During the financial year 2023-2024 the Company had not issued / allotted any shares, thus there was no increase or decrease in the paid up and subscribed share capital of the Company. Thus the paid-up equity share capital of the Company as at March 31, 2024 stood at ? 20,91,17,290/- (Twenty Crores Ninety One Lakhs Seventeen Thousand Two Hundred and Ninety Rupees) comprising of 2,09,11,729 Equity Shares of ? 10/- each.

Taking into consideration the stable performance of your Company and in recognition of the trust in the management by the members of the Company, the Directors are pleased to recommend a dividend for the year ended March 31,2024 at the rate of ? 2 per equity share, i.e. 20% on the equity share of the Company of face value of ? 10 each, fully paid up. The dividend would be payable on receiving approval from the members of the Company.

Kindly refer section on Corporate Governance, under head 'Unclaimed and Unpaid Dividends', and transfer to Shares of IEPF' for the amounts of unclaimed and unpaid dividends lying with the Company. Members who have not yet received/claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agent of the Company. Members who have not yet received/claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agent of the Company.

Pursuant to the provisions of Section 124 of the Companies Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is transferred to the Investor Education and Protection Fund ("IEPF). The equity shares in respect of which dividend have remained unpaid/unclaimed for a period of seven consecutive years is also transferred by the Company to the designated Demat Account of the IEPF Authority.

Accordingly during the FY 2023-24, the Company has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2015-16 of ? 93,523 and also 1703 shares in respect of which shares the dividend had not been claimed by the shareholders for 7 consecutive years. The details of the dividend amount and shares so transferred are available on the website of Company.

Members can claim from IEPF Authority their dividend entitlements and/or shares transferred to IEPF by following the required procedure.

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided together with a Certificate from the Secretarial Auditors of the Company regarding compliance conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). Company is committed to transparency in all its dealings and places high emphasis on business ethics. The auditors' certificate for financial year 2023-2024 does not contain any qualification, reservation or adverse remark.

The Company proposes to retain the entire amount of ? 33,986.32 lakhs in the Profit and Loss Account. Hence no amount is transferred to General Reserve during the financial year 2023-2024.

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), is presented in a separate section forming part of this Annual Report.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015) the Board of Directors of the Company is duly constituted with optimum composition of the executive and non-executive directors including independent woman director. The complete list of Directors of the Company has been provided as part of the Corporate Governance Report.

During the year under review, Mr. Vallabh Prasad Biyani - Independent Director of the Company was reappointed for another term of 5 years commencing from December 27, 2023 to hold office till December 26, 2028 at the 39^th Annual General Meeting of the Company held on September 15, 2023.

The Nomination and Remuneration Committee and the Board of Directors of the Company at their respective meetings held on August 08, 2024, has re-appointed Mr. Gaurav Shyamsukha (Din: 01646181) as the Whole-Time Director of the Company for another period of 3 years with effect from May 01,2025 to April 30, 2028 subject to its approval by the Members of the Company at the ensuing 40^th Annual General Meeting of the Company.

The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on August 08, 2024 has approved re-appointment of Ms. Neha Bandyopadhyay as the Non-Executive Independent Director (Din: 08591975) for another term of five (5) consecutive years commencing from October 31,2024 upto October 30, 2029 as her 1^st term of five consecutive years will expire on 30^th October, 2024. Thus the Board of Directors have recommended re-appointment of Ms. Neha Bandyopadhyay to the members of the Company at the ensuing 40^th Annual General Meeting of the Company.

Other than above, no other appointment is recommended by the Board of Directors.

In accordance with the provisions of Section 152(6)(e) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Sureshkumar Vasudevan Vazhathara Pillai (Din: 00053859) retires by rotation and being eligible have offered himself for re-appointment.

As at March 31, 2024, following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. Gaurav Shyamsukha, Mr. Harisingh Shyamsukha and Mr. SureshKumar Vasudevan Vazhathara Pillai— Whole Time Directors

Ms. Dipyanti Jaiswar - Company Secretary and Mr. Vidit Dhandharia - Chief Financial Officer.

*Please note that Mr. Harisingh Shyamsukha (Din: 00033325) — Whole Time Director, has resigned as Director w.e.f. August 07, 2024 and thus is not associated with the Company as at the date of this report.

As per the provisions of the Act, the Independent Directors are not liable to retire by rotation.

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.

The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Board is of the opinion that the Independent Directors possess the requisite qualifications, experience, expertise and they hold high standards of integrity.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and have also confirmed that their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs is in compliance with the requirements of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Further all those Independent Directors who are required to undertake the online proficiency self - assessment test as contemplated under Section 150 (1) of the Companies Act, 2013 and applicable rules thereunder have passed such test.

Pursuant to the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Director.

In line with the corporate governance guidelines of your company, annual performance evaluation was conducted for all the Board Members, for Individual Director including Independent Directors, its Committees and Chairman of the Board. This evaluation was led by the Board as a whole on the basis of the parameters provided in the evaluation framework as approved by the Nomination and Remuneration Committee and the Board of Director. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017. The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

Evaluation of the Board was based on criteria's such as composition, skills/expertise, basis of appointment, frequency of the meetings, work atmosphere, reviewing the performance of the company and role of the Board, Board communication and relationships, functioning of Board Committees, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, review of performance of Executive Directors, Grievance redressal mechanism, monitoring governance and compliance issues.

Evaluation of Committees was based on criteria's such as composition, adequate independence of each Committee, frequency of meetings, effective interactions and decisions, effective participation in the decision making, awareness of roles, responsibilities and terms of reference of each of the committee, and contribution to the decisions of the Board, etc.

Evaluation of Directors was based on criteria's such as qualification & experience, participation and contribution in Board and Committee meetings, external knowledge for discussion, attendance at the meetings of the Board, views on discussion made at the meetings of the Board and the committee, level of confidentiality maintained at each level of management, etc.

In view of the above the Company conducted a formal Board Effectiveness Review as a part of its efforts to evaluate, identify improvements and thus enhance the effectiveness of the Board of Directors, its Committees and individual director.

In a separate meeting of Independent Directors held on March 12, 2024 performance of non-independent directors, performance of the board as a whole and performance of the chairperson of the Company was evaluated, and the evaluation report was placed at the Board Meeting held on May 21,2024.

The performance evaluation of each of Board, its committees and the Individual Directors for the year 2023-2024 was done at the meeting of the Board held on May 21, 2024 and the evaluation report was placed before the Board of Directors at their meeting held subsequently after the meeting at which the evaluation was conducted. Performance evaluation of independent directors was done by the entire board, excluding the independent directors being evaluated.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

12. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board of Directors has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its role and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees was approved by the Board of Directors at their meeting held on March 30, 2015 which was amended by the Board and the Nomination and Remuneration Committee at their meeting held on May 22, 2019.

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees. The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust.

The Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has considered the following factors while formulating the Policy:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report. The full text of the policy can also be accessed on the website of the Company at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/ nomination-and-remuneration-policy--amended-22052019-1459.pdf

During the year, 5 (Five) board meetings were convened and held on May 26, 2023, August 07, 2023, September 29, 2023, November 03, 2023 and February 07, 2024. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2023-24 are given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 Secretarial Standards on Board Meetings and SEBI LODR as amended from time to time.

The audit committee of the Company duly met 5 (Five) times, the details of which are given in the corporate governance report. Proper notices were given and the proceedings were properly recorded and signed in the minute's book as required by the articles of association of the company and the Companies Act, 2013.

As at March 31,2024, the audit committee was comprised with 4 (Four) members with Mr. Rakesh Khanna being the Chairman, Mr. Gaurav Shyamsukha, Mr. Suresh Tapuriah and Mr. Vallabh Prasad Biyani as its members.

All members of the audit committee possess strong knowledge of accounting and financial management. The chief financial officer, the internal auditors and statutory auditors are regularly invited to attend the audit committee meetings. The Company Secretary is the secretary to the committee. The Internal auditor reports to the Chairman of the audit committee. The significant audit observations and corrective actions as may be required and taken by the management are presented to the audit committee. The board has accepted all recommendations made by the audit committee from time to time. There have not been any instances during the year when recommendations of the audit committee were not accepted by the Board.

The maximum interval between two meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and SEBI LODR Regulations, 2015.

The Company familiarizes its independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the Company, etc., through presentations. The independent directors are familiarized with the strategy, operations and functions of the company its business overview, revenue from each business operation, roles and responsibilities of the independent directors and about the amendments and changes in the statutory provisions regulating the Company.

The terms and conditions of the appointment of every independent director is available on the website of the company at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/terms-and-conditions- of-independent-directors-2768.pdf

Details of familiarization programme conducted for its independent directors during the year are also disclosed on the Company's website at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/ details-of-familiarisation-programme-for-fy-20232024-2783.pdf

Your company has a Whistle Blower Policy and has established the necessary vigil mechanism in accordance with the Act and SEBI LODR Regulations. The Company's vigil mechanism /whistleblower policy aims to provide the appropriate platform and protection for whistle blowers to report instances of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including the integrity code, code of conduct for prevention of insider trading, code of fair practices and disclosure. All employees and directors have access to the chairperson of the audit committee.

This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The guidelines are meant for all members of the organization from the day they join and are

designed to ensure that they may raise any specific concern on integrity, value adherence without fear of

being punished for raising that concern.

The amended policy is available on the website of the company at https://www. geeceeventures.com/

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the

Company for the year ended March 31,2024, the Board of Directors hereby confirms that:

a) in preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

b) that such accounting policies as mentioned in the notes to accounts have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2024 and the profit of the Company for the year ended on that date;

c) that 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 fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis;

e) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

f) that proper system to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company and based on the recommendations of the Audit Committee, M/s. MRB & Associates, Chartered Accountants (Firm Registration No. 136306W) were re-appointed as the Statutory Auditors at the 38^th Annual General Meeting for second term of five years from the conclusion of 38^th AGM till the conclusion of 43^rd AGM of the Company to be held in the year 2027, to examine and audit the accounts of the Company for the financial years between 2022-23 to 2026-27.

The Report given by M/s. MRB & Associates on the financial statements of the Company for the financial year ended March 31,2024 is part of the Integrated Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. MRB & Associates, Statutory Auditors, in their report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Nishant Jawasa & Associates, a firm of the Company Secretaries in Practice (C.P No 6993) to conduct Secretarial Audit of the Company for the financial year ended March 31,2024. The Secretarial Audit Report issued by M/s. Nishant Jawasa & Associates, Company Secretaries in Form MR-3 is annexed as "ANNEXURE B". The audit report does not contain any adverse remarks or qualifications in the report. Further no incident of fraud was reported by the secretarial auditors to the audit committee during the year under review.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year.

The Company's unlisted material subsidiary - GeeCee Fincap Limited ("GCFL') being subject to secretarial audit, copy of the same is also enclosed along with Secretarial Audit Report of the Company as "ANNEXURE B1". The report is also accessible at the website of the Company.

In respect of FY 2023-24, your Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 for the Construction industry, and for power generation and accordingly such accounts and records are made and maintained by your Company.

The said cost accounts and records are also required to be audited pursuant to the provisions of Section 148 of the Companies Act, 2013, read with notifications/circulars issued by the Ministry of Corporate Affairs from time to time, and accordingly as per the recommendation of the Audit Committee, the Board of Directors at its meeting held on August 07, 2023, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditors of the Company for FY 2023-24.

In respect of FY 2024-25, the Board based on the recommendation of the Audit Committee has approved the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants, as the cost auditors of the Company. A resolution for ratification of the remuneration to be paid for such appointment is included in the notice of the ensuing Annual General Meeting.

The Cost Audit Report for financial year 2023-2024 was placed before Board of Directors at their meeting held on August 08, 2024. The Cost Audit Report did not contain any qualification, reservation or adverse remark.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

1. Steps Taken for Conservation of Energy :

For the real estate projects of the Company, the Company continuously attempts to minimize the consumption of energy by incorporation of various energy efficient practices. The Company utilizes energy efficient equipments and electrical systems in the construction process. The real estate projects have installed with latest energy efficient systems to conserve energy on a sustainable basis.

Optimum measures have been initiated to reduce energy consumption, as a part of our sustainable development initiatives. With intent to provide an energy efficient final product to customers, some of our projects are Gold certified green building.

The Company continues to make efforts to reduce and optimize the use of energy consumption by installing energy monitoring and conservation systems to monitor usage, minimize wastage and increase overall efficiency at every stage of power consumption.

The Company is also emphasizing on utilizing natural resources of energy in its business activity.

Through better selection of sites, design, construction, operation, maintenance, i.e. the complete building life cycle, green buildings provide benefits such as:

a. increased resource efficiency (energy, water, and materials)

b. reducing the impact on human health and the environment Steps taken for energy conservation:

i. GGBS a waste of the steel plant is mixed with Ordinary Portland Cement (OPC) in the ratio of 40 to 50 % in all of the construction sites which reduces the usage of cement and increases the consumption of the waste without compromising with the quality of the end product.

ii. Bringing Autoclaved Aerated Concrete or AAC blocks to use at all construction sites. AAC blocks are green-certified building materials and have such properties that further facilitate the energy efficiency and eco-friendly approach of construction.

iii. Soil erosion is protected by top soil conservation and the same is thereafter used for gardening purpose.

iv. Rain water harvesting done at all project either by collection tanks are made available or recharging ground water through re- charge pit based on the site condition

v. In majority of the projects STP plants are installed for treating sewage and effluent at the same time. This plant proficiently drains out water from sewage and effluents, making it usable for other application such as gardening, farming and flushing the toilets. This enables to aid 40% of the total water requirement.

vi. Installation of LED lamps for common areas and pathways.

vii. Adoption of efficient lighting technology including use of timers and/or sensors for operating the light fixtures in certain areas.

viii. Using high efficiency pumps, motors and other equipments / machineries;

2. Steps Taken by the Company for Utilizing Alternate Sources of Energy:

Solar energy is the alternate source of energy integrated into our projects and their operations. In almost all of its projects either solar water heater is provided or solar energy panel is used for generating hot water or electricity for the members of the society depending on the feasibility of the project. Solar energy is utilized to meet the energy demands of the common areas of our developments. Thus Company makes all of its attempts to switch to green technologies in order to minimize emissions and waste generation.

3. Capital Investment on Energy Conservation Equipment:

During the year total capital investment of upto ? 15 lakhs was made, of which ? 13 lakhs was spent towards purchase of Anti - Smog equipment for pollution control, Sprinklers, Green net for dust control and ? 2 lakhs was spent on plantation of trees and landscaping and garden.

The Company is continuously taking efforts for improvement in existing or the development/ deployment of new construction technologies to speed up the process and make construction more efficient. The Company makes in depth planning of construction activities/ procedures which in turn

results in stable levels of quality, shorter time lines and reduced consumptions of man and materials at site

Some of the initiatives taken by the Company for technology absorption are:

• Complete or partial automation of activities

• Installation of Solar Panels and usage of solar energy for lighting in the common areas, parking areas and streets and water heating requirements of the residential buildings

• Installation of STP plants for treating sewage waste for re use

• Installation of low-flow fixtures for reduction of water consumption

• Recycling water within the development area to reduce dependency on external water source

The Company periodically surveys to identify new machines, materials and methodologies and implements them if found to be effective in the projects.

The Company has not imported any technology during last three years whereas there was no expenditure incurred on Research and Development during the year.

During the financial year 2023-2024, expenditure in foreign currencies in terms of actual outflow amounted to Nil. The Company has not earned any foreign exchange during the year.

The information required pursuant to the provisions of Section 197(12) and (14) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as 'ANNEXURE A" and form a part of this Report. Further as per Section 197 (14) of the Companies Act, 2013 Mr. Gaurav Shyamsukha - Whole Time Director is drawing remuneration from the wholly owned subsidiary company - GeeCee Fincap Limited.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended March 31,2024 is given in a separate Annexure to this Report.

The said Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 40^th Annual General Meeting and up to the date of the said Annual General Meeting during the business hours on working days.

The Board of Directors affirms that the remuneration paid to the employees of the Company is as per the Policy on Directors' appointment and remuneration for Directors, KMPs and other Employees and is in accordance with the requirements of the Act and SEBI Listing Regulations.

Human resource is considered as key to the future growth strategy of the Company and looks upon to focus its efforts to further align human resource policies, processes and initiatives to meet its business needs.

This year also the Company's focus remained on providing with an open work environment fostering continuous improvement and development.

The Company continuously adopts structures that help attract best external talent and promotes internal talent helping them to realize their career aspirations. Your Company believes in hiring lifelong learners and providing them with an environment that fosters continuous learning, innovation and leadership development. Your Company also believes in long and happy relations for its employees.

Your Company recognizes that its people are key to the success of the organization and thus implements new initiatives to train and motivate them. Your Company continued to make substantial investments in human capital to meet its growth targets. The Company's business is managed by a team of competent and passionate leaders capable of enhancing your Company's standing in the competitive market. The Company's focus is on unlocking the people potential and further developing their functional, operational and behavioral competencies. The relations with all employees of the Company remained cordial and there were no significant issues outstanding or remaining unresolved during the year.

The Board of Directors and the Management wishes to place on record their appreciation of the efforts put in by all the employees. Your company's closing headcount for the FY 2023-2024 was 63.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('POSH Act') and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC) with one of its member being an external independent person who has legal experience /background relevant for the purpose of maintaining highest governance norms.

Your Company's POSH Policy states for prevention, prohibition and redressal of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The details with respect to the Internal Complaints Committee have been disclosed in the Corporate Governance Report under the heading "Other Disclosures".

To build awareness in this area, the Company has been conducting induction/refresher programmes in the Organisation on a continuous basis. During the year, your Company organized online training session on the topics of employee sensitization and awareness programme on POSH for all office and site based employees.

During the FY 2023-2024, the Committee had not received any complaints nor were any complaints outstanding as at the beginning and end of the year under review.

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a revised 'Policy on Related Party Transactions', which is also available on the Company's website at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/related-party- transaction-policy-amended-on-13032022-2591.pdf The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All related party transactions that were entered into during the financial year were in the ordinary and normal course of the business and at arm's length basis. The Company had entered into material contracts or arrangements or transactions with related parties in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015.

At the 39^th Annual General Meeting (AGM) of the Company held on September 15, 2023 approval from the members vide special resolution was received approving the material related party transaction for period from 39^th Annual General Meeting until 40^th Annual General Meeting to be held in the year 2024 as per SEBI Circular - SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 and SEBI Circular SEBI/HO/ CFD/CMD1/CIR/P/2022/47 date April, 08 2022. The related party transactions though material were in the ordinary course of business.

The disclosure of related party transactions as required under Section 134(3) (h) of the Act, in Form AOC- 2 is not applicable to the Company for FY 2023 - 2024 as no transaction as provided under Section 188 (1) read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014 and exceeding the prescribed limits were entered and hence does not form part of this report. However, in terms of Regulation 23 of SEBI LODR Regulations, the Company had obtained approval from the Members of the Company by ordinary resolution at the 39^th AGM to be valid till 40^th AGM. All the material related party transactions entered into during the financial year have been reported in Form AOC-2, which is given in "ANNEXURE D" to this report.

All the Related Party Transactions are placed on a quarterly basis before the Audit Committee and Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and are repetitive in nature.

Details of transaction(s) of your Company with entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under Part A (2A) of Schedule V of the SEBI Listing Regulations are provided as Note No. 32 forming part of the standalone financial statements.

As required under Regulation 23 (1) of the Listing Regulations, the revised Policy amended as per the LODR Regulations is available on the Company's website and can be accessed at https://www.geeceeventures. com/uploads/Investor-relations/pdfs/related-party-transaction-policy-amended-on-13032022-2591.pdf

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with Stock Exchanges.

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as 'Deposits' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

Details of loans, guarantees or investments made by your Company covered under Section 186 of the Companies Act, 2013 during financial year 2023-24 are appended as an Annexure to this integrated Annual Report.

As required under Section 92 of the Companies Act, 2013 (the "Companies Act") the Annual Return for the financial year ended March 31, 2024 is available on the website of the Company at https://www. geeceeventures.com/investor-relations/default.aspx?id=1#Data 2

As at March 31,2024 the Company had 5 subsidiaries out of which 2 are direct and 3 indirect subsidiaries, the details of which are provided as under:

a) GeeCee FinCap Limited: GeeCee FinCap Limited is a wholly owned subsidiary of the Company operating as the non-deposit taking Non-Banking Financial Company (NBFC). The business of this subsidiary is primarily of lending to the other body corporates and ventures. This subsidiary also invests its surplus fund in the risk free interest bearing financial instruments. GCFL reported total

revenue of ? 614.23 Lakhs (T803.53 Lakhs in 2022-2023) for the period under review and Profit after tax of ? 487.76 Lakhs (T663.93 Lakhs in 2022-2023) for the period under review. The decrease in net profit of this subsidiary was mainly due to increase in the Employees cost and Other Expenditures of the Company.

b) GeeCee Business Private Limited: This subsidiary is primarily engaged in the business of advisory services relating to Capital Market. It reported total revenue of ? 30.58 Lakhs (T22.55 Lakhs in 20222023) for the period under review. There were no comprehensive incomes earned by the Company for the year under review. This subsidiary incurred loss of ? 7.63 lakhs during the year ended March 31,2024.

c) oldview Agriculture private Limited: This is the Wholly Owned Subsidiary (WOS) of GeeCee FinCap Limited. During the year under review there was no revenue generated from the operations of the Company. However ? 5,360/- was earned as other income (?4,770/- in 2022-2023). However due to expenses incurred by the Company in making statutory payments and in other related expenses this subsidiary made net loss ? 28,780/- (Loss of ? 11,552/- in 2022-2023).

d) Neptune Farming private Limited: This is the Wholly Owned Subsidiary (WOS) of GeeCee FinCap Limited. GeeCee Ventures Limited indirectly holds shares in this Company. During the year under review there was no revenue generated from the operations and from the other Income (?1,012/- in 2022-2023) of the Company. However due to expenses incurred by the Company in making statutory payments and in other related expenses this subsidiary made net loss ? 34,140/- (Loss of ? 15,312/- in 2022-2023).

e) Retold farming private Limited: This is the Wholly Owned Subsidiary (WOS) of GeeCee FinCap Limited. GeeCee Ventures Limited indirectly holds shares in this Company. During the year under review there was no revenue generated from the operations of the Company. However ? 2,280 was earned as other income (?2,391/- in 2022-2023). However due to expenses incurred by the Company in making statutory payments and in other related expenses this subsidiary made net loss ? 31,860/- (Loss of ? 13,933/- in 2022-2023).

a) GeeCee Mrmaan LLp: This LLP has two partners with GeeCee Ventures Limited holding 75% and Nirmaan Life Space LLP holding 25% of the total contribution to the corpus of the LLP Since the control of this LLP lies with both the partners, the LLP is a Joint Venture Company in terms of Section 2(6) & 2(27) of the Companies Act, 2013. There were no business operations carried out and thus no revenue was generated during the year by this LLP. However due to statutory and other related expenses this LLP made loss of ? 7,910/- as compared to ? 2,591/-

b) GeeCee Comtrade LLp: GeeCee Comtrade LLP was incorporated on February 01,2019 with GeeCee Ventures Limited and GeeCee Business Private Limited (GBPL) as its partner. The Company has contributed 99% and GBPL 1% of the total contribution to the corpus of the LLP. The revenue from operations of the LLP for current year is Nil. Also LLP made net loss for the current year of ? 0.19 lakhs as compared to net loss of ? 0.31 lakhs made in the previous year.

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. However there is one Joint Venture as provided above. During the year no new subsidiary was incorporated nor had any subsidiary ceased to exist.

Your Company funds its subsidiaries, from time to time, in the ordinary course of business and as per the fund requirements, through equity, loans, guarantees and other means to meet working capital requirements.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company,

consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company https://www. geeceeventures. com/investor-relations/default.aspx?id=1#Data 2

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company as "ANNEXURE E". The statement also provides the details of performance and financial position of the Subsidiary Companies.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website on https://www. geeceeventures.com/investor-relations/default.aspx?id=1#Data 2

As per Section 136(1), copies of the aforesaid documents will be available for inspection electronically. Members seeking to inspect such documents can send an email to geecee.investor@gcvl.in.

In accordance with the provisions of Section 129(3) of the Act and as per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing AGM of the Company. The Consolidated Financial Statements have been prepared in accordance with the applicable Indian Accounting Standards (IND AS) under Section 133 of the Act.

On a consolidated basis the revenue from operations for financial year 2023-2024 is ? 9,667.91 lakhs and ? 43.04 Lakhs as other income. Net Profit before tax is ? 4,338.30 lakhs for the current year as compared to ? 1,434.68 lakhs for the previous year.

As required under Regulations 16(1) (c) and 46 of the SEBI Listing Regulations, the Board of Directors has approved the Policy for determining Material Subsidiaries ("Policy"). The detail of the Policy is available on the website of the Company at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/material- subsidiary-policy--amended-wef-22nd-may-2019-1447.pdf

During the financial year 2023-24 GeeCee Fincap Limited was identified as material unlisted subsidiary under Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and hence all the compliances as per Reg. 24A was complied with. The Audit Committee of the Company reviews the investment register of the unlisted subsidiaries of the Company. The minutes of the meetings of the board of directors of the unlisted subsidiaries is also placed at the meeting of the board of directors of the Company. As per Reg. 24A secretarial audit was carried out for GeeCee Fincap Limited for financial year 2023-24.

The Board of Directors has following mandatory committees as per the provisions of the Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirement Regulations, 2015 (LODR):

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

Other than the above, there is one non-mandatory Committee of Board of Directors i.e. Executive Committee to carry out the functions of the Board of Directors under Section 179 (3) (d) to (f) in order to ensure smooth functioning of the business activities. The details of constitution of the Committee, meetings held and attended during the year have been provided as part of the Corporate Governance Report.

The details of the composition of all the above committees, attendance of the meetings and other information of Committees of the Board have been provided in Corporate Governance report forming part of this report.

The Company has Risk Management Policy consistent with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to identify the elements of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved. The Audit Committee has oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions by the Committee. There is no element of risk identified by the Management that may, in the opinion of the Board, threaten the existence of the Company.

The scope of functions of the Committee includes, inter alia, the formulation and recommendation to the Board for its approval and implementation, the Corporate Social Responsibility ("CSR") Policy (ies) of the Company, undertake periodical assessment of the Company's CSR performance, review the draft CSR Report and recommend the same to the Board for its approval and inclusion in the Annual Report of the Company. The role of this Committee also includes recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act and also referred to in the CSR Policy of the Company, as also to monitor the CSR Policy from time to time, etc. During the year, the Annexure to the CSR Policy containing list of the CSR Projects (2023-24) was updated.

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ANNEXURE C of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR Policy is available on the Company's website on https://www. geeceeventures. com/uploads/Investor-relations/pdfs/corporate-social-responsibility-policy-amended-25052021-2526.pdf

In respect of financial year 2023-2024, your Company was required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013 for the Construction industry and electricity supply and accordingly such accounts and records were made and maintained by the Company. The Company maintains the Cost records in respect of construction and electricity supply activity in accordance with Section 148 and Rule 3 & 5 of the Companies (Cost Records and Audit) Rules, 2014. Also in accordance with Rule 4 & 6 of the Companies (Cost Records and Audit) Rules, 2014 the cost records of the Company is audited by practicing cost accountant M/s. Kishore Bhatia & Associates. The Cost Audit Report for the year 2023-2024 was placed before Board of Directors at their meeting held on August 08, 2024. The Cost Audit Report did not contain any qualification, reservation or adverse remark.

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management

and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee.

A report of the Statutory Auditors on the Internal Financial Controls with reference to financial statements as required under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 is provided as "ANNEXURE B" to the independent auditors' report standalone financial statement for the year ended March 31,2024.

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2024 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

There are no significant and material orders passed by any Regulator/ Court that would impact the 'going concern' status of the Company and its future operations.

The Company has received Assessment Order ("order") under Section 147 read with Section 144B of the Income Tax Act, 1961 for the assessment year 2018-2019 wherein no additions or disallowances were made to the total income.

However, as per computation sheet received with the order, the department has erroneously not allowed deduction under Chapter VI-A and accordingly a demand is raised for an amount of Rs. 19,14,172 even though no additions or disallowances were proposed in the order.

The Company is in the process of filing rectifcation application being a mistake apparent from record and the Company strongly believes that once the rectification will be made, the entire demand will be deleted.

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31,2024.

There are no instances of one time settlement during the financial year.

The Company's Equity Shares are compulsorily tradable in electronic form. As on March 31, 2024, out of the Company's total equity paid-up share capital comprising of 2,09,11,729 Equity Shares, only 1 Equity Shares was in physical form and remaining capital was in dematerialized form. As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 08, 2018 and further amendment vide Notification No. SEBI/ LADNRO/ GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in

case of transmission or transposition of securities) cannot be processed from April 01, 2019 unless the securities are held in the dematerialized form with the depositories. Therefore, Members are requested to take necessary action to dematerialize their holdings.

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders during the year under review The Directors are grateful to all valuable Stakeholders, Dealers, Vendors, Banks and other business associates for their excellent support and help rendered during the year. The Directors also acknowledged the commitment and valued contribution of all employees of the Company.

ANNEXUREA

TO THE DIRECTORS REPORT

a) The ratio of remuneration of each Director to the Median Remuneration of employees and the percentage increase in remuneration of each Director and KMPs of the Company for the financial Year 2023-2024: