GCCL Infrastructure & Projects Ltd

To

The Members,

GCCL Infrastructure & Projects Limited

The Board of Directors hereby submits the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2024.

The summary of operating results for the year and appropriation of divisible profits is given below.

Results of our operations and state of affairs (Rs. In lakhs)

The Company has suffered a loss of Rs. 28.37 lakhs in the financial year 2023-24 against a loss of Rs. 212.58 lakhs in the previous year.

The Company has decided not to transfer any amount to the General Reserve.

In view of inadequate profits, the Board of Directors has not recommended any dividend for the year under review.

Pursuant to the commencement of Pre-packaged Insolvency Resolution process, the

Committee of Creditors, at their meeting held on December 2, 2021 had approved the Resolution plan and the Resolution Professional had filed an Application under section

54K(15) dated December 13, 2021 with Hon’ble National Company Law Tribunal, Ahmedabad Bench (NCLT). The Hon’ble NCLT vide its order dated 05/09/2023 has approved the Resolution plan that comprises of Management as well as capital restructuring by way of a scheme of merger of GCCL Infrastructure & Projects Ltd (Transferee) with a division of Shreyarth Aaspas Ltd (Transferor). Pursuant to this the Company has undertaken a process of capital reduction and also allotment of new shares.

As on March 31, 2024, the Company has no subsidiary/ Joint Venture/ Associate companies.

Pursuant to the approval of Resolution plan by the Hon’ble NCLT, the Company shall operate in two different business segments which shall change the nature of business operations.

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, forms part of this report and it deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, significant changes in key financial ratios etc.

Meetings of the Board

The information on meetings of the Board of Directors as held during the financial year 2023-24 is provided in Corporate Governance Report.

The Company is committed to maintain and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance along with a certificate from M/s GKV & Associates, Practicing Company Secretary, Ahmedabad conforming compliance to the conditions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and rules made there under is annexed to this Report.

The Company has not accepted any deposits from public during the year under review, and as such, no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

The Audit Committee and Board periodically review the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework.

Pursuant to Section 152 of the Companies Act, 2013 and the provisions of the Articles of Association of the Company, Mr. Amam Shreyans Shah (DIN: 01617245) Director retires by rotation at the 30^th AGM of the Company and being eligible has offered himself for reappointment. The Board has recommended his reappointment at the forthcoming AGM as the Director of the Company, liable to retire by rotation. As a part of management restructuring, Mrs. Binoti Shah, CFO has resigned effective from 28/11/2023. Mr. Nehal Shah and Mr. Nandit Raja, Independent Directors have also resigned effective the same date. Mr. Amam Shah took charge as the CEO of the Company effective 28/11/2023. Mr. Dhirendra Avashia was appointed as an Additional Director in the capacity of Non-Executive, Independent Director of the Company effective 04/11/2023 for a period of five years, subject to approval of the members of the Company in the ensuing AGM. Mr. Shreyans Shantilal Shah was appointed as an Additional Director in the capacity of Executive, Whole time Director of the Company effective 04/11/2023, subject to approval of the members of the Company in the ensuing AGM. Mrs. Smruti Shreyans Shah was appointed as an Additional Director in the capacity of Non Independent Director of the Company effective 04/11/2023, subject to approval of the members of the Company in the ensuing AGM. Mr. Divyesh Maneklal Shah was appointed as an Additional Director in the capacity of Non-Executive, Independent Director of the Company effective 04/11/2023 for a period of five years, subject to approval of the members of the Company in the ensuing AGM.

As on 31^st March, 2024, the board comprises of the following directors;

1. Amam Shreyans Shah

2. Priyank Shrirajbhai Jhaveri

3. Divyesh Maneklal Shah

4. Dhirendra Ansukhlal Avashia

5. Shreyans Shantilal Shah

6. Smruti Shreyans Shah

The Board of Directors of the Company on the recommendation of the Audit Committee has re-appointed M/s Sorab S Engineer & Co. as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term 5 (five) years to hold office from the conclusion of the 28^th till the conclusion of the 33^rd AGM of the Company to be held in the year 2027, subject to approval by the Members at the ensuing AGM. The Auditors’ Report for fiscal 2024 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Integrated Annual Report.

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s GKV & Associates, Practicing Company Secretary, to conduct the Secretarial Audit of the Company for year ended March 31, 2024. The Report of the Secretarial Audit is annexed herewith as Annexure- I.

The Secretarial Auditors have notified certain comments in their Secretarial Audit Report for F.Y. 2023-24 and the below table provides a brief on clarification provided by the management in respect of observations made by Secretarial Auditor in the Secretarial Audit for the year ended 31st March, 2024:

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

The details regarding Committees of the Board is provided under Clause 3 of the Corporate Governance Report.

Particulars of loans, guarantees and investments

As per Section 186, the details of Loans and Investments given or made during FY 2023-24 are stated in the Balance sheet attached to this Report. During the year, the Company has not given guarantee to any of its subsidiaries, joint ventures, associates companies and other body corporate and persons.

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its statutory committee’s viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and that of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Board of Directors of the Company has adopted, on recommendation of the Nomination and Remuneration Committee, a Policy for Selection and Appointment of Directors, Senior Management and their Remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the website of the Company.

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- (a) in the preparation of the annual accounts, 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 and of the profit and loss of the company for that period; (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; and (e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Annual return

The Annual Return in Form MGT-7 for the financial year ended 31^st March, 2024, is available on the website of the Company at www.gcclinfra.com.

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 therefore, there is no requirement to constitute Corporate Social Responsibility Committee.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure- II to this Report.

All the assets of the Company are adequately insured.

Transactions with related parties

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business. There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a Related Party Transactions framework through standard operation procedures for the purpose of identification and monitoring of such transactions. All Related Party Transactions are placed before the Audit Committee as also to be Board for approval. The particulars of contracts or arrangements entered into by the Company with related parties form part of the Audit Report provided by the Statutory Auditor.

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

Independent Directors meeting

During the year under review, the Independent Directors at their meeting, discussed inter-alia, a. Evaluation of performance of Non-Independent Director and the Board of Directors of the Company as a whole. b. Evaluation of performance of the Chairman of the Company, taking into views of executive and Non-Executive Directors. c. Evolution of the quality, content and timelines of flow of information between the management and the board that is necessary for the board to effectively and reasonably perform its duties.

The Company undertakes and makes necessary provision of an appropriate induction programme for new Director(s) and ongoing training for existing Directors. The new

Director(s) are introduced to the Company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places.

The induction process is designed to:

build an understanding of the Company's processes and

fully equip Directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expectations from them.

In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Company promotes ethical behavior in all its business activities and has adopted a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the employees / workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the year ended 31st March, 2024. We affirm that during the financial year 2023-24, no employee or director was denied access to the Audit Committee.

(a) Conservation of energy and Technology absorption

The Company has not made any investment for (energy conservation) and taken any specific measures to reduce energy cost per unit. However, it intends to conserve energy for future generation. (b) Technology Absorption There is no research and development activity carried out by the Company. (c) Foreign exchange earnings and Outgo There were no foreign exchange earnings and outgo during the year under review.

Authorized Share Capital

The Authorized share capital of the company as on 31^st March, 2024 is Rs. 6,60,00,000/- divided into 66,00,000 Equity Shares of Rs.10/- each. There has been no change in Authorized Share Capital of Company during the review period.

Issued, Subscribed and Paid-Up Share Capital

Pursuant to the Resolution Plan approved by the NCLT, Ahmedabad bench, the Company is in the process of cancelling all shares held in physical form as a result of which the Paid-Up Share Capital shall reduce.

Equity Capital a) Buy Back of Securities

The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors. b) Sweat Equity The Company has not issued any Sweat Equity Shares during the year under review. c) Bonus Shares No Bonus Shares were issued during the year under review. d) Employees Stock Option Plan The Company has not provided any Stock Option Scheme to the employees. e) Equity Shares with differential rights The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year: NIL Number of shareholders who approached issuer for transfer of shares from Suspense Account during the year: Not Applicable Number of shareholders to whom, shares were transferred from Suspense Account during the year: Not Applicable Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the end of the year: NIL

That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the beginning of the year: NIL Number of shareholders who approached issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable Number of shareholders to whom, shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the end of the year: NIL

Disclosure regarding Maintenance of Cost Records

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

The Company has proper and adequate system of their internal controls proportionate to its size and business. The internal control systems of the Company are designed to ensure that the financial and other records are reliable for preparing financial statements and other data.

The Hon’ble NCLT, Ahmedabad bench had ordered commencement of Pre-packaged Insolvency Resolution Process, pursuant to which the Company had filed a Resolution Plan. The Hon’ble NCLT vide its order dated 05/09/2023 has approved the Resolution Plan.

During the year under the review, there has been no one time settlement of loans taken from banks and financial institutions.

General i. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. ii. No fraud has been reported during the audit conducted by the Statutory Auditors and Secretarial Auditors of the Company. iii. During the year, no revision was made in the previous financial statement of the Company. iv. For the financial year ended on 31^st March, 2024, the Company has complied with provisions relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

The Directors would like to thank all shareholders, customers, suppliers and associates of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by employees of the Company.