Directors Report of GeeCee Ventures Ltd.

Mar 31, 2025

The Board of Directors are pleased to present to the shareholders and stakeholders the 41st (Forty-first) report
of the business and operations of the Company, Geecee Ventures Limited ("the Company” or "GCVL'') along
with the Audited Financial Statements, for the financial year ended March 31, 2025. This report provides a
comprehensive overview of the Company''s strategic initiatives, financial performance, operational achievements
and key challenges faced during the fiscal year, along with insights into the Company''s future growth trajectory.

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

1. FINANCIAL RESULTS:

The Company''s performance during the financial year ended March 31,2025 as compared to the previous
financial year is summarized below:

Particulars	Standalone		Consolidated
	Financial Year 2024-2025 (FY 2025)	Financial Year 2023-2024 (FY 2024)	Financial Year 2024-2025 (FY 2025)	Financial Year 2023-2024 (FY 2024)
Income from Operations	12,693.09	9,373.08	13,501.79	9,667.92
Other Income	38.26	24.36	56.17	43.03
Revenue from Operations (Gross) including Other Income	12,731.35	9,397.44	13,557.96	9,710.95
Operating Expenses	7,360.15	5,123.02	7,418.80	5,171.34
Operating Profit (EBITDA)	5,371.20	4,274.42	6,139.16	4,539.61
Less: Financial Costs	55.03	6.48	55.07	6.48
Less: Depreciation / Amortization	196.19	173.12	216.00	194.83
Profit before share of Profit/(Loss) of associate and tax	5,119.98	4,094.82	5,868.09	4,338.30
Less: Share of Profit/(Loss) of Associate (net of tax)	-	-	(0.02)	(0.06)
Profit before tax	5,119.98	4,094.82	5,868.07	4,338.24
Less: Tax Expenses	981.14	513.80	1,193.08	616.17
Net Profit for the period	4,138.84	3,581.02	4,674.99	3,722.07
Other Comprehensive Income/(Expense) (OCI)	9,072.74	4,743.26	9,232.96	5,100.39
Total Comprehensive Income/(Expense) for the year	13,211.58	8,324.28	13,907.95	8,822.46
EPS (Basic per share of face value of ? 10/-)	19.79	17.12	22.36	17.80
EPS (Diluted per share of face value of ? 10/-)	19.79	17.12	22.36	17.80

2. NATURE OF BUSINESS:

The Company is primarily engaged in real estate development, encompassing both residential and
commercial projects. In addition to its core business, the Company strategically invests surplus funds
in equity instruments, risk-free inter-corporate deposits, and other interest-bearing financial instruments.
A minor portion of the Company''s income is also derived from its wind power division, which has been
operational 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.

I. Company''s Segmental Financial Performance:

Standalone

During the financial year 2024-25, the Company earned total revenue of ? 12,731.35 lakhs as compared
to ? 9,397.44 lakhs in the previous year. Out of the total revenue the Company has earned ? 9,373.28
lakhs from real estate activities, ? 3,128 lakhs from financial services activities and ? 191.81 lakhs
from wind power generation as compared to ? 6,106.22 lakhs, ? 3,007.59 lakhs and ? 259.27 lakhs
from real estate, financial services activities and wind power generation respectively in the previous
year. The Company reported Profit after taxes in 2024-25 of ? 4,138.84 lakh as compared to profit
after tax of ? 3,581.02 lakhs in 2023-24.

Consolidated

On a consolidated basis, the revenue of the Company during the financial year 2024-25 is ? 13,557.96
lakhs as compared to ? 9,710.95 lakhs in the previous year. The Net Profit before tax for the current
financial year has increased to ? 5,868.07 lakhs, reflecting a notable growth when compared to ?
4,338.24 lakhs recorded in the previous year. This signifies a year-on-year improvement in profitability,
indicating positive financial performance.

II. Company''s Overall Business:

Geecee Ventures Limited primarily operates across the following business verticals:

REAL ESTATE:

According to the Government of India, Press Information Bureau, India''s Gross Domestic Product
(GDP) grew 6.5% in FY 2024-25, the highest among major economies. This makes India one of
the fastest growing major economies in the world. The sector''s significant contribution to India''s
GDP has made it one of the primary drivers of the country''s economic growth. The earlier report by
the Confederation of Real Estate Developers'' Association (CREDAI) states the real estate sector is
expected to touch the market size of $1.3 trillion (13.8% of projected GDP) by FY 2034 and $5.17
trillion (17.5% of projected GDP) by FY 2047.

During the FY 2024-25, the Company achieved a healthy volume of sales from its ongoing real estate
projects as compared to previous year, reflecting strong market demand and operational execution.
These developments underscore the Company''s strategic focus on growth and diversification while
maintaining efficient project management and delivery timelines.

The re-development project "Laxmi Kunj" located at Juhu was successfully completed and full
Occupancy Certificate (OC) with respect to the said project was received on November 25, 2024. The
"Geecee Emerald" project at Kharghar has achieved 75% completion and continues to progress with
the scheduled timeline. The completion is anticipated in the year 2027. Work on project "The Mist -
Phase III" located at Karjat is proceeding smoothly, with 35% of the construction completed.

In addition, the Company has capitalized on the opportunity and secured two new re-development
projects, both of which have been successfully registered under MahaRERA. The project "Evana by
Geecee" at Bandra received its Commencement Certificate (CC) on March 24, 2025. Similarly, the
project "Sapphire by Geecee" situated in Andheri received its CC on April 8, 2025. Both projects are
advancing as planned and are expected to be completed within their respective timelines.

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

The Company maintains a substantial pool of liquid assets and actively identifies opportunities to
invest these funds in a highly efficient manner. It evaluates attractive investment prospects, including
equity instruments, risk-free inter-corporate deposits, and interest-bearing financial instruments. The
Company is committed to optimizing returns on surplus funds while adhering to prudent investment
guidelines, with a strong emphasis on managing credit risk to ensure the highest quality within its
investment and financing portfolio.

WIND POWER GENERATION:

The Wind Power Division of the Company commissioned its operation in 2010 with the installation
of 5.35 MW Wind Turbine Generators (WTGs) in Jodhpur District of Rajasthan, a region known for its
strong wind potential. The entire power generated from these wind turbines is supplied to the power
deficit state of Rajasthan.

4. SHARE CAPITAL:

During the financial year 2024-2025, the Authorized Share Capital of the Company stood at ? 50,50,00,000
divided into 5,05,00,000 Equity Shares of ? 10 each. There was no change in the Authorized Share Capital
of the Company during the year under review.

Further, during the financial year 2024-2025, the Company had not issued / allotted any shares, thus there
was no increase or decrease in the issued, subscribed and paid-up share capital of the Company. The
issued, subscribed and paid-up equity share capital of the Company as at March 31, 2025 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.

5. DIVIDEND TO SHAREHOLDERS:

Taking into consideration the stable performance of the Company and in recognition of the trust in the
management by the members of the Company, the Board of Directors are pleased to recommend a
dividend for the year ended March 31,2025 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 in their Board meeting. The dividend would be payable
out of retained earnings on receiving approval from the shareholders of the Company at the forthcoming
Annual General Meeting.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective
from April 1,2020 and the Company is required to deduct tax at source from dividend paid to the members
at prescribed rates as per the Income Tax Act, 1961.

6. UNPAID/ UNCLAIMED DIVIDEND AND TRANSFER OF SHARES TO IEPF:

Kindly refer to the 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.

Pursuant to the provisions of Section 124 (5) and (6) of the Companies Act, 2013 and Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 including amendments
made thereunder, all the dividend remaining unpaid / unclaimed for a period of seven years from the date
of transfer to the unpaid dividend account shall be transferred by the Company to the Fund established
under sub-section (1) of section 125 and also the shares in respect of such unpaid dividends years shall be
transferred by the Company in the name of Investor Education and Protection Fund (IEPF).

With regards to the dividend declared pertaining to the F.Y 2017-18, ? 88,304, along with 2,700 shares that
had remained unclaimed by shareholders for seven consecutive years, were required to be transferred to
the Investor Education and Protection Fund within 30 days of the amounts becoming due. The due date
for this transfer was December 25, 2024. However, with the assistance of the Registrar and Share Transfer
Agent (RTA), MUFG Intime India Private Limited, the Company completed the transfer of the unpaid dividend
on December 03, 2024, and the transfer of the unclaimed shares was carried out on December 21,2024.

Additionally, following the financial year 2017-18, the Company declared dividend for the financial year
2020-21. The due date for transferring any unclaimed dividend and shares related to F.Y 2020-21 to the
Investor Education and Protection Fund (IEPF) is November 30, 2028.

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

7. CORPORATE GOVERNANCE:

Since its inception, the Company has upheld the highest standards of corporate governance. We
demonstrate an unwavering commitment to transparency, integrity, and ethical conduct in all our business
dealings. A separate report on Corporate Governance is provided together with a Certificate from the
Secretarial Auditor of the Company regarding compliance conditions of Corporate Governance as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The
Company is committed to transparency in all its dealings and places high emphasis on business ethics.

For the financial year ended March 31, 2025, the Secretarial Auditors'' Certificate does not contain any
qualification, reservation or adverse remarks. This underscores our steadfast dedication to good
governance, probity and regulatory compliance.

8. TRANSFER TO RESERVES:

The Company proposes to retain the entire amount of ? 37,427.82 lakhs in the Profit and Loss Account.
Hence no amount is transferred to General Reserve during the financial year 2024-2025.

9. MANAGEMENT DiSCUSSiONS AND ANALYSiS REPORT:

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2)
read with Schedule V 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. The shareholders may refer to the Management Discussion and Analysis section
of this Annual Report for comprehensive insight into the Company''s operating environment, including
industry dynamics, business performance, risk factors, strategic outlook and the efficacy of internal control
mechanisms.

10. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

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 an optimal composition of Executive and Non-Executive Directors,
including Independent Women Directors. The Board comprises individuals with diverse backgrounds,
skills, expertise and experience, collectively contributing to effective oversight and strategic guidance.
This composition ensures adherence to the highest standards of corporate governance. A detailed list
of the Company''s Directors is provided in the Corporate Governance Report. The Board functions in a
professional and transparent manner, upholding the principles of accountability, integrity, and compliance.

Appointment and Cessation

During the year under review, Mr. Rakesh Khanna (DIN: 00040152) and Mr. Suresh Tapuriah (DIN: 00372526),
Non-Executive Independent Directors ceased to be the directors of the Company due to completion of their
term of Directorship effective from September 10, 2024. Also, Mr. Harisingh Shyamsukha (DIN: 00033325),
Whole-Time Director and Mr. Ashwin Pannalal Kothari (DIN: 00033730), Non-Executive Director of the
Company resigned with effect from August 07, 2024.

Mr. Gaurav Shyamsukha (DIN: 01646181) was re-appointed as Whole-Time Director in the 40th Annual
General Meeting held on September 19, 2024 for a period of 3 (three) years with effect from May 01,
2025 to April 30, 2028. Also, at the 40th Annual General Meeting held on September 19, 2024, Ms. Neha
Bandyopadhyay (DIN: 08591975) was re-appointed as the Non-Executive Independent Director for another
term of 5 (five) consecutive years commencing from October 31, 2024 upto October 30, 2029 as her 1st
term of five consecutive years completed on 30th October, 2024.

During the year under review, the Nomination and Remuneration Committee and the Board of Directors of
the Company at their respective meetings held on February 04, 2025, has re-designated and appointed Mr.
Gaurav Shyamsukha (DIN: 01646181) as the Managing Director of the Company for a period of 3 (three)
years with effect from February 01, 2025 to February 01, 2028 and approval of the shareholders of the
Company was duly secured through postal ballot on March 14, 2025.

Pursuant to the recommendations of the Nomination & Remuneration Committee, the Board had in its
meeting held on July 03, 2025, approved the following, subject to the approval of the members at the
ensuing Annual General Meeting:

• Re-appointment of Ms. Rupal Anand Vora (DIN: 07096253) as the Non-Executive Independent Director
for another term of 5 (five) consecutive years commencing from August 13, 2026 upto August 12,
2031 as her 1st term of five consecutive years will be completed on August 12, 2026; ¹

• ¹ Ms. Dipyanti Jaiswar - Company Secretary and Compliance Officer;

• ^A Ms. Darshana Jain - Company Secretary and Compliance Officer; and

• # Mr. Girish Daiya - Chief Operating Officer - Real Estate.

• Ms. Dipyanti Jaiswar (Membership No. ACS A41024), Company Secretary and Compliance Officer, has
resigned from the services of the Company with effect from April 15,2025 to pursue better career opportunity
outside the Organization and thus is not associated with the Company as at the date of this report.

^A Appointment of Ms. Darshana Jain, a qualified Company Secretary (Membership. No. A73425) as Company
Secretary and Compliance Officer of the Company with effect from July 03, 2025.

• Appointment of Mr. Girish Daiya who is Chief Operating Officer - Real Estate of the Company as Key
Managerial Personnel with effect from July 03,2025 within the meaning of Section 2(51)(v) of the Companies
Act, 2013.

There were no changes in the Directors or Key Managerial Personnel of the Company except as mentioned
herein above.

Independent Directors

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 all the Independent Directors possess the requisite qualifications, experience,
expertise, skills and they hold high standards of integrity. 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.

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.

11. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, DIRECTORS AND CHAIRMAN:

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 Directors.

In line with the corporate governance guidelines of the Company, annual performance evaluation was
conducted for all the Board Members, for Individual Directors 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 Directors. 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 committees
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 27, 2025 performance of non-independent
directors, performance of the board as a whole and performance of the Chairman of the Board was
evaluated and the evaluation report was placed at the Board Meeting held on May 21,2025.

The performance evaluation of each of the Board, its committees and the Individual Directors for the year
2024-2025 was done at the meeting of the Board held on May 21, 2025 and the evaluation report was
placed before the Nomination and Remuneration Committee and Board of Directors at their respective
meetings. 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 established a comprehensive policy governing the selection and appointment
of Directors including assessment and determining qualifications and independence of the Directors, Key
Managerial Personnel (KMP), Senior Management Personnel and their remuneration, in alignment with its
responsibilities and in accordance with the provisions of 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/nominatioan-and-remuneration-policy-2813.pdf

13. BOARD MEETiNGS:

During the financial year 2024-2025, 4 (Four) board meetings were convened and held on May 21, 2024,
August 08, 2024, November 11,2024 and February 04, 2025. The details of the meetings of the Board of
Directors of the Company held and attended by the Directors during the financial year 2024-2025 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 Regulations as amended from time to time.

14. AUDiT COMMiTTEE MEETiNGS:

The Audit Committee of the Company duly met 4 (Four) times during the financial year under review,
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 minutes'' book as required by the articles of
association of the Company and the Companies Act, 2013.

On the completion of their tenure, Mr. Rakesh Khanna and Mr. Suresh Tapuriah, who served as Non¬
Executive Independent Directors of the Company, ceased to be members of the Audit Committee. As a
result, in compliance with Section 177 of the Companies Act, 2013, and Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee was reconstituted
during the Board meeting held on August 08, 2024.

In terms of section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, the
Company has in place Audit Committee. The Audit Committee comprises of 4 (Four) members. The details
of the members are given below:

Sr. No.	Name of the Members	Designation
1.	Ms. Neha Bandyopadhyay	Chairperson
2.	Ms. Rupal Anand Vora	Member
3.	Mr. Vallabh Prasad Biyani	Member
4.	Mr. Gaurav Shyamsukha	Member

All members of the audit committee possess a strong knowledge of accounting and financial management.
The Chief Financial Officer, the internal auditors and statutory auditors are invited to attend the Audit
Committee meetings. The Company Secretary is the secretary to the committee. The Internal Auditors
reports to the Chairperson of the Audit Committee. The significant audit observations and corrective
actions as may be required and taken by the management are presented before 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.

15. FAMiLiARiZATiON PROGRAMME TO iNDEPENDENT DiRECTORS:

The Company ensures that its independent directors are thoroughly acquainted with the Company, nature
of the industry in which the Company operates, its operations, business model, etc., through presentations.
The independent directors are familiarized with the strategy, functions, and its revenue streams from
various business segments. Furthermore, the directors are briefed on their roles and responsibilities, as
well as any amendments or updates to the statutory provisions governing the Company. This approach
facilitates informed decision-making and ensures alignment with regulatory standards.

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-20242025-2872.pdf

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has implemented Whistle Blower Policy and has established a robust vigil mechanism
in accordance with the relevant provisions of the Act and SEBI LODR Regulations. The Company''s vigil
mechanism / whistleblower policy aims to provide a secure and a protected platform for whistle blowers
to report instances of any actual or suspected incidents of unethical conduct or 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 are granted direct access to the
chairperson of the Audit Committee.

This mechanism ensures adequate safeguards against victimization of employees who avail of the
mechanism. The guidelines are meant for all members of the organization from the commencement of
their tenure and are designed to facilitate the reporting of any concerns related to ethical practices or
compliance, without fear of discrimination or retribution.

The policy is available on the website of the Company at https://www. geeceeventures.com/uploads/
Investor-relations/pdfs/whistle-blower-policy-amended-wef-18th-june-2020-1446.pdf

17. DiRECTORS'' RESPONSiBiLiTY STATEMENT:

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 31,2025, the Board of Directors hereby confirms that:

a) in preparation of the annual accounts for the financial year ended March 31, 2025, 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 31,2025 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.

18. AUDITORS AND AUDIT REPORTS:

• Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, M/s. M R B & Associates, Chartered Accountants (Firm Registration
No. 136306W) were re-appointed as the Statutory Auditors by the Board of Directors on the
recommendations of the Audit Committee and shareholders at the 38th Annual General Meeting for
second term of five years from the conclusion of 38th Annual General Meeting till the conclusion of
43rd Annual General Meeting 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. M R B & Associates on the financial statements of the Company for the
financial year ended March 31,2025 is part of the Integrated Annual Report. There are no qualifications,
reservations or adverse remarks or disclaimers made by M/s. M R B & Associates, Statutory Auditor,
in their report.

• Secretarial Auditors:

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. Avani Gandhi & Associates (CP No. 16143, Peer Review No.: 1379/2021), a firm of
the Company Secretaries in Practice to conduct Secretarial Audit of the Company for the financial
year ended March 31,2025. The Secretarial Audit Report issued by M/s. Avani Gandhi & Associates,
Practicing 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 auditor 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 report
is also accessible at the website of the Company.

Further, pursuant to recent amendments in Regulation 24A of SEBI LODR Regulations, the Company
is required to appoint a Secretarial Auditor for a term of five consecutive years. The Company has
received consent from M/s. Avani Gandhi & Associates, a peer Reviewed Company Secretary firm
(Unique Code no S2016MH378800, Peer Review No.: 1379/2021) to act as the Secretarial Auditor of
the Company from the F.Y 2025-26 to 2029-30, along with the certificate confirming her eligibility.

The Board of Directors on the recommendation of the Audit Committee at their meeting held on
August 06, 2025, subject to the approval of the members, appointed M/s. Avani Gandhi & Associates,

Company Secretary as the Secretarial Auditor of the Company for a period of five years from F.Y 2025¬
26 to F.Y 2029-30. Accordingly, the board recommends to the members the appointment of M/s. Avani
Gandhi & Associates as the Secretarial Auditor of the Company for a term of five consecutive years.
A resolution seeking approval of appointment secretarial auditor forms part of the Notice convening
the ensuing Annual General Meeting.

• Cost Auditors:

In respect of F.Y 2024-25, the 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
the 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 08, 2024, appointed M/s. Kishore
Bhatia & Associates (FRN 00294), Cost Accountants, as the Cost Auditor of the Company for F.Y
2024-25.

In respect of F.Y 2025-26, the Board of Directors, based on the recommendation of the Audit
Committee has approved the appointment of M/s. Kishore Bhatia & Associates (FRN 00294), Cost
Accountants, as the cost auditor of the Company. A resolution for the ratification of remuneration to
be paid for such an appointment is included in the notice of the ensuing Annual General Meeting.

The Cost Audit Report for financial year 2024-2025 was placed before Board of Directors at their
meeting held on August 06, 2025. The Cost Audit Report did not contain any qualification, reservation
or adverse remark.

19. FRAUD REPORTING:

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor 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, 2013 details of which need to be mentioned in this Report.

20. STATUTORY DISCLOSURES:

A. Conservation of Energy

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 been 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. Rainwater 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 society depending on the feasibility of the project. Solar energy
is utilized to meet the energy demands of the common areas of our development. Thus, Company
makes all of its attempts to switch to green technologies in order to minimize emissions and waste
generation.

3. Capital Investment in Energy Conservation Equipment:

During the year total capital investment of up to ? 4.79 lakhs was made, of which ? 3.73 lakhs was
spent towards purchase of Anti - Smog equipment for pollution control, Sprinklers, Green net for dust
control and ? 1.06 lakhs was spent on air quality monitoring systems.

B. Technology Absorption

The Company is continuously making 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 timelines and reduced consumptions of man and materials
at site.

1. 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
sources.

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

2. The benefits derived:

• Increased Efficiency.

• Better Resource Management.

• Renewable Energy.

• Environmental Protection.

• Environmental Sustainability.

3. The Company has not imported any technology during the last three years.

4. There was no expenditure incurred on Research and Development during the year.

C. Foreign Exchange Earnings and outgo

During the financial year 2024-2025, expenditure in foreign currencies in terms of actual outflow
amounted to Nil. The Company has not earned any foreign exchange during the year.

21. PARTICULARS OF EMPLOYEES AND REMUNERATION:

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 - Managing 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 31,2025 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 41st
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.

22. HUMAN RESOURCES DEVELOPMENT:

The Company views human resources as a cornerstone of its growth strategy and looks to focus its efforts
to further align human resource policies, processes and initiatives with evolving business objectives. This
year, our focus remained on cultivating an open work environment that supports continuous improvement
and development.

The Company have implemented organizational structures designed to attract top external talent while
nurturing internal employees and enabling them to pursue their career aspirations. the Company firmly
believe in hiring lifelong learners, the Company provides an environment that encourages ongoing
education, innovation, and leadership development. The Company also believes in long and happy relations
with its employees.

The Company recognizes that its people are key to the success of the organization and thus implements
new initiatives to train and motivate them. The Company continued to make substantial investments in
human capital to meet its growth targets. The Company''s business is led by a team of competent and
passionate leaders who enhance the Company''s standing in the competitive market. The Company''s focus
is on unlocking the people''s 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. The Company''s closing headcount for FY 2024-2025 was 68.

23. PREVENTION OF SEXUAL HARRASSMENT AT WORK PLACE:

The Company has zero tolerance towards sexual harassment at its workplace and the Company is
committed to providing a conducive work environment to all its employees and associates. As per the
requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (''POSH Act'') and Rules made thereunder, the Company has constituted Internal Complaints
Committees (ICC) with one of its members being an external independent person who has legal experience
/ background relevant for the purpose of maintaining highest governance norms.

The 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 Organization on a continuous basis. During the year, the Company organized an online training session
on the topics of employee sensitization and awareness programme on POSH for all office and site based
employees.

The details as to complain received, resolved, and pending as on March 31st, 2025 are as under:

• Number of complaints of sexual harassment received during the year: Nil

• Number of complaints of sexual harassment disposed off during the year: NA

• Number of complaints of sexual harassment pending for more than ninety days: NA

24. STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

During the review period, the Company has fully adhered to the provisions of the Maternity Benefit Act,
1961. The Company is dedicated to ensuring a safe, inclusive workspace and supporting the rights and
well-being of its female employees by offering all statutory maternity benefits, including paid leave, job
security and other entitlements as required by the Act.

The Company is committed to ensuring a fair and inclusive recruitment process, with no discrimination
on the grounds of maternity. Robust systems and procedures are in place to uphold both the spirit and the
provisions of applicable maternity-related legislation.

25. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the
gender composition of its workforce as on March 31,2025:

• Male Employees: 57

• Female Employees: 11

• Transgender Employees: 0

This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.

26. RELATED PARTY TRANSACTIONS:

In compliance with the Companies Act, 2013 and the amendments to the Listing Regulations, the
Company has formulated and adopted 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-04022025-2591.pdf. The objective of this Policy is to ensure
that all transactions with Related Parties are subject to a clear framework of reporting, review, approval
and disclosure. The framework includes robust mechanisms for identifying related-party relationships,
obtaining prior approval from the Audit Committee and where necessary, the Board and shareholders and
providing timely disclosures.

All related party transactions that were entered into during the financial year were in the ordinary and
normal course of 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 40th Annual General Meeting (AGM) of the Company held on September 19, 2024 approval from the
members vide ordinary resolution was received approving the material related party transaction for period
from 40th Annual General Meeting until 41st Annual General Meeting to be held in the year 2025 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 dated April, 08 2022. The related party transactions though material were
in the ordinary course of business.

All related party transactions that were entered into during the financial year were in the ordinary and
normal course of business and at arm''s length basis. The disclosure of related party transactions as
required under Section 134 (3) (h) of the Act, in Form AOC-2 for FY 2024-25 is disclosed in Form AOC-2
which forms part of this report. Also, 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 40th AGM to be
valid till 41st AGM. All the material related party transactions entered into during the financial year have
also 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 the 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. 30 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-04022025-2591.pdf.

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

27. DEPOSITS FROM PUBLIC:

During the year under review, the 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.

28. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS:

Details of loans, guarantees or investments made by the Company covered under Section 186 of the
Companies Act, 2013 during financial year 2024-25 are detailed in Notes to Accounts of the Financial
Statements.

29. EXTRACT OF ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013, the Annual Return for the financial year ended
March 31,2025 is available on the website of the Company at https://www. geeceeventures.com/investor-
relations/default.aspx?id=1#ExFileDataFY 2024-25

30. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As at March 31,2025 the Company had 5 subsidiaries out of which 2 are direct and 3 indirect subsidiaries,
the details of which are provided as under:

A. SUBSIDIARY COMPANIES

> Direct Subsidiaries :

a) Geecee Fincap Limited ("GCFL"): Geecee Fincap Limited is a wholly owned subsidiary of the
Company operating as the non-deposit taking Non-Banking Financial Company (NBFC). It is engaged
in the business of lending and investing. The Company invests in the quoted and unquoted shares
of other companies, unites of mutual funds, commercial papers and bonds. Other than this the
Company have investments in the shares of its subsidiary companies and immovable properties.
Further, the Company provide term loans to other bodies corporate and inter-corporate deposits with
group companies. GCFL reported total revenue of ? 911.64 lakhs (? 614.22 lakhs in 2023-2024) for the
period under review and Profit after tax of ? 661.92 lakhs (? 487.76 lakhs in 2023-2024) for the period
under review. The increase in net profit of this subsidiary was mainly due to an increase in gains from
sales of Investments.

b) Geecee Business Private Limited ("GBPL"): Geecee Business Private Limited is a subsidiary of the
Company primarily engaged in the business of advisory services relating to Capital Market. It reported
total revenue of ? 34.02 lakhs (? 30.58 lakhs in 2023-2024) for the period under review. There were no
comprehensive incomes earned by the Company for the year under review. This subsidiary incurred
loss of ? 3.26 lakhs during the year ended March 31,2025.

> Indirect Subsidiaries :

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, ? 6,549/- was earned as other income (? 5,360/- in 2023-2024). However, due to
expenses incurred by the Company in making statutory payments and other related expenses this
subsidiary made net loss ? 13,470/- (Loss of ? 28,780/- in 2023-2024).

d) Neptune Farming 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 and from
the other Income (Nil in 2023-2024) 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
? 22,620/- (Loss of ? 34,140/- in 2023-2024).

e) Retold Farming 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, ? 2,550/- was earned as other income (? 2,280/- in 2023-2024 from other
income). However, due to expenses incurred by the Company in making statutory payments and in
other related expenses this subsidiary made net loss ? 18,770/- (Loss of ? 31,860/- in 2023-2024).

B. LIMITED LIABILITY PARTNERSHIPS (LLPs)

a) Geecee Nirmaan 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 was 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 ? 3,002/- as compared to ? 7,910/- in 2023-2024.

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. There
is one Joint Venture as provided above.

During the year, no new subsidiary was incorporated. However, Geecee Comtrade LLP, subsidiary LLP of
the Company, was struck off by the Registrar of Companies. The application was filed by Geecee Comtrade
LLP on December 24, 2024 for its strike off with Registrar of Companies, Ministry of Corporate Affairs and
the application was approved by the Registrar of Companies on March 18, 2025.

The 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.

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 [e-mail].

31. CONSOLIDATED FINANCIAL STATEMENTS:

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 Annual General Meeting (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 2024-2025 is ? 13,501.79 lakhs and
? 56.17 lakhs as other income. Net Profit before tax is ? 5,868.09 lakhs for the current year as compared to
? 4,338.30 lakhs for the previous year.

32. MATERIAL SUBSIDIARIES:

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/policy-
for-determining-material-subsidiary--07022024-2775.pdf

None of the subsidiaries fall within the meaning of "Material Subsidiary” as defined in the policy adopted by
the Company.

33. COMMITTEES OF THE BOARD:

The Board of Directors has following mandatory committees as per the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) 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 and the Company has also Internal Complaints Committee. 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.

34. RISK MANAGEMENT:

The Company has implemented a comprehensive Risk Management Policy aligned with the provisions of
the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This framework
facilitates the identification of the elements of risk that could impact the Company''s sustainability, along
with appropriate mitigation strategies. The Audit Committee has oversight in the area of financial risks
and controls. The key risks identified across business units and functions are systematically addressed
through corrective actions and risk mitigation measures under the Committee''s supervision. Based on the
assessment by the Management, the Board is of the opinion that there are currently no risks that could
materially threaten the Company''s existence.

35. CORPORATE SOCIAL RESPONSIBILITY:

Over the past few years, the Company has been dedicated to creating value for society. It focuses on
empowering communities economically and socially, while also promoting sustainable development. The
Company prioritizes the well-being of the communities in which it operates, and it firmly believes that its
success is not solely measured by its growth, but also by the positive impact it generates within society at
large.

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section
135 of the Companies Act, 2013. The Committee''s scope of responsibilities encompasses, inter alia, the
formulation and recommendation to the Board for its approval and implementation, the Corporate Social
Responsibility ("CSR”) Policy 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 (2024-25) was
updated.

The Company has adopted a revised ''Corporate Social Responsibility Policy'' effective from May 21,2025.
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-on-21052025-2887.pdf

36. MAINTAINANCE OF COST RECORDS AND COST AUDIT:

In respect of financial year 2024-2025, the 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 are audited by practicing cost accountant M/s. Kishore Bhatia & Associates. The
Cost Audit Report for the year 2024-2025 was placed before Board of Directors at their meeting held on
August 06, 2025. The Cost Audit Report did not contain any qualification, reservation or adverse remark.

37. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an internal financial control system commensurate with the size, scale and
complexity of its operations. The internal controls with reference to the 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 Auditor 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 for standalone financial statement for the year ended
March 31,2025.

38. compliance wITH Secretarial STANDARDS:

The Company has complied with the applicable Secretarial Standards, i.e. Secretarial Standard on Meeting
of the Board of Directors (SS - 1) and Secretarial Standard on General Meetings (SS - 2) issued by the
Institute of Company Secretaries of India during the period under review.

39. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013:

There have been no other material changes and commitments affecting the financial position of the
Company which occurred between March 31,2025 and the date of this Report, other than those disclosed
in this Report.

40. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company.

41. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, there were no significant or material orders passed by any regulators or
courts or tribunals impacting the ''going concern'' status of the Company and its future operations.

42. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application is made, or any proceedings is pending against the Company under the Insolvency and
Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on
March 31,2025.

43. DETAILS Of Difference BETwEEN AMOuNT Of The vALuATION DONE AT The TIME Of ONE TIME
SETTLEMENT AND THE vALuATION DONE wHILE TAKING LOAN FROM THE Banks OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

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

44. DEPOSITORY SYSTEM:

The Company''s Equity Shares are compulsorily tradable in electronic form. As on March 31, 2025, out of
the Company''s total equity paid-up share capital comprising of 2,09,11,729 Equity Shares, only 1 Equity
Share 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.

However, SEBI vide its circular no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 02, 2025 has
opened a special window only for re-lodgement of transfer deeds, which were lodged prior to the deadline
of April 01,2019 and were rejected / returned / not attended due to deficiency in the documents / process
/ or otherwise, for a period of six months from July 07, 2025 till January 06, 2026. During this period, the
securities that are re-lodged for transfer (including those requests that are pending with the listed Company
or RTA, as on date) shall be issued only in demat mode. The Company has published advertisement with
respect to the special window in newspapers, Business Standard in English and Pratahkal in Marathi and
placed it on the Company''s website https://www.geeceeventures.com/uploads/Investor-relations/pdfs/
notice-of-special-window-for-relodgement-of-transfer-requests-of-physical-shares-2899.pdf.

45. ACKNOWLEDGEMENTS:

The 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.

For and on behalf of the Board of Directors
Geecee Ventures Limited

V. V. Sureshkumar Gaurav Shyamsukha

Place: Mumbai Whole-Time Director Managing Director

Date: August 06, 2025 DIN: 00053859 DIN: 01646181

1

Re-appointment of Mr. Sureshkumar Vasudevan Vazhathara Pillai (DIN: 00053859) as the Whole¬
Time Director for a period of 3 (three) years commencing from May 28, 2026 upto May 27, 2029 as
his tenure will be completed on May 27, 2026

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

In the opinion of the Board, all the Directors possess the requisite qualifications, possess extensive
experience and expertise and exemplify the highest standards of integrity and professionalism. Also, none
of the Directors are disqualified / debarred from holding the positions under the applicable provisions of
the Act and Securities and Exchange Board of India ("the SEBI”).

Retire by Rotation

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. Rohit Kothari (DIN: 00054811) retires by rotation and being
eligible has offered himself for re-appointment.

Key Managerial Personnel

Pursuant to sections 2 (51) and 203 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the following are the details pertaining to the Key
Managerial Personnel (''KMP'') of the Company as on the date of the report:

• Mr. Gaurav Shyamsukha - Managing Director;

• Mr. Sureshkumar Vasudevan Vazhathara Pillai - Whole-Time Director;

• Mr. Vidit Dhandharia - Chief Financial Officer;

---

Mar 31, 2024

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.

1. FINANCIAL RESULTS:

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

(? in Lakhs)

particulars	Standalone		Consolidated
	Financial Year 2023-2024 (FY 2024)	Financial Year 2022-2023 (FY 2023)	Financial Year 2023-2024 (FY 2024)	Financial Year 2022-2023 (FY 2023)
Revenue from operations (Gross) including other Income	9,397.44	3,867.67	9,710.95	4,136.27
Operating Expenses	5,123.02	2,485.02	5,171.34	2,508.34
Operating Profit (EBITDA)	4,274.42	1,382.65	4,539.61	1,627.93
Less: Financial Costs	6.48	20.65	6.48	20.42
Less: Depreciation/Amortization	173.12	148.84	194.83	172.83
Profit before share of Profit/(Loss) of associate and tax	4,094.82	1,213.16	4,338.30	1,434.68
Less: Share of Profit/(Loss) of Associate (net of tax)	-	-	(0.06)	(0.02)
Profit before tax	4,094.82	1,213.16	4,338.24	1,434.66
Less: Tax Expenses	513.80	231.20	616.17	274.49
Net Profit for the period	3,581.02	981.96	3,722.07	1,160.17
Other Comprehensive Income/(Expense) (OCI)	4,743.26	1,092.41	5,100.39	1,220.96
Total Comprehensive Income/(Expense) for the year	8,324.28	2,074.37	8,822.46	2,381.13
EPS (Basic per share of face value of ? 10/-)	17.12	4.70	17.80	5.55
EPS (Diluted per share of face value of ? 10/-)	17.12	4.70	17.80	5.55

2. Nature of Business:

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.

3. FINANCIAL AND BUSINESS PERFORMANCE:

• Company''s Segmental Financial Performance:

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.

• Company''s Overall Business:

REAL ESTATE:

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.

FINANCIAL SERVICES BUSINESS:

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.

WIND POWER GENERATION:

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.

4. SHARE CAPITAL:

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.

5. DIVIDEND TO SHAREHOLDERS:

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.

6. UNPAID/ UNCLAIMED DIVIDEND AND TRANSFER OF SHARES TO IEPF:

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.

7. Corporate GoVERNANCE:

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.

8. Transfer To RESERVES:

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.

9. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

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.

10. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

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.

Appointment and Cessation

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.

Retire by Rotation

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.

Key managerial personnel

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.

Independent Directors

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.

11. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, DIRECTORS AND CHAIRMAN :

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

13. BOARD MEETINGS:

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.

14. AUDIT COMMITTEE MEETINGS:

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.

15. FAMILIARIZATION PROGRAMME TO INDEPENDENT DIRECTORS:

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

16. VIGIL MECHANISM/ WHISTLE BLOWER pOLICY:

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/

uploads/Investor-relations/pdfs/whistle-blower-policy-amended-wef-18th-june-2020-1446.pdf

17. DIRECTORS'' RESPONSIBILITY STATEMENT:

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.

18. AUDITORS AND AUDIT REPORTS:

• Statutory Auditors:

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.

• Secretarial Auditors:

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.

• Cost Auditors:

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.

19. FRAUD REPORTING:

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.

20. STATUToRY DISCLoSURES: a. Conservation of energy

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.

B. Technology Absorption

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.

C. Foreign Exchange Earnings and outgo

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.

21. PARTICULARS OF EMPLOYEES AND REMUNERATION:

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.

22. Human RESoURCES DEVELopMENT:

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.

23. PREVENTION OF SEXUAL HARRASSMENT AT WORK PLACE:

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.

24. Related pARTY TRANSACTIoNS:

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.

25. DEPOSITS FROM PUBLIC:

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.

26. particulars of LoANS, Guarantees & investments:

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.

27. EXTRACT oF ANNUAL RETURN:

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

28. SUBSIDIARIES, ASSoCIATES AND JoiNT VENTURE CompANIES:

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. SUBSIDIARY CompANIES

> Direct Subsidiaries :

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.

> Indirect Subsidiaries :

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).

B. LIMITED Liability pARTNERSHIpS (LLps)

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 [e-mail].

29. CONSOLIDATED FINANCIAL STATEMENTS:

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.

30. MATERIAL SUBSIDIARIES:

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.

31. committees of THE board:

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.

32. RISK MANAGEMENT:

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.

33. CORPORATE SOCIAL RESPONSIBILITY:

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

34. MAINTAINANCE of CoST RECoRDS AND cost audit:

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.

35. INTERNAL FINANCIAL CoNTRoL systems AND THEIR ADEQUACY:

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.

36. COMPLIANCE WITH SECRETARIAL STANDARDS:

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.

37. disclosures Under SECTIoN 134(3)(L) of The CompANIES Act, 2013:

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.

38. SIGNIFICANT AND MATERIAL oRDERS pASSED BY REGULATORS oR CoURTS:

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.

39. pRoCEEDINGS UNDER INSoLVENCY AND BANKRUpTCY CoDE, 2016:

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.

40. DETAILS oF DIFFERENCE BETWEEN AMoUNT oF THE VALUATioN DoNE AT THE TIME oF oNE TIME SETTLEMENT AND THE VALUATioN DoNE WHILE TAKING LoAN FRoM THE BANKS oR FINANCIAL institutions along with the reasons thereof:

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

41. DEpoSIToRY SYSTEM:

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.

42. ACKNOWLEDGEMENTS:

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.

For and on behalf of the Board of Directors GeeCee Ventures Limited

V. V. Sureshkumar Rohit ashwin Kothari

Director Director

Mumbai - August 08, 2024 Din: 00053859 Din: 00054811

---

Mar 31, 2018

To

The Members,

Greece Ventures Limited

The Directors are pleased to present the 34^th Annual Report of your Company together with Audited Financial Statements for the financial year ended March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“In AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2017. Financial statements for the year ended and as at March 31, 2017 have been restated to conform to In AS.

1. FINANCIAL RESULTS

(? in Lakhs)

	Standalone		Consolidated
Particulars	Financial Year 2017 -18 (FY 2018)	Financial Year 2016 -17 (FY 2017)	Financial Year 2017 -18 (FY 2018)	Financial Year 2016-17 (FY 2017)
Revenue from operations	18465.23	9394.36	20096.78	9401.12
Other Income	96.06	313.00	103.09	326.13
Total Income	18561.29	9707.36	20199.87	9727.25
Gross Profit before Interest, Depreciation, and Exceptional Items	3244.87	3408.60	3217.59	3366.36
Less: Financial Costs	1.72	12.44	2.14	12.49
Gross Profit before Depreciation	3243.15	3396.16	3215.45	3353.87
Less: Depreciation	140.71	149.57	192.34	208.51
Profit for the year before Taxation and Exceptional Items	3102.44	3246.60	3023.11	3145.36
Net Profit Before Tax	3102.44	3246.60	3023.11	3145.36
Less: Provision for Current Tax (including MAT)	238.46	476.32	238.46	476.32
Less: Provision for Deferred Tax	(144.14)	(11.62)	(295.92)	(24.36)
Less: Tax in respect of Earlier Years	-	(134.76)	-	(134.76)
Less: Non-controlling Interests	-	-	(11.24)	(18.23)
Net Profit After Tax	3008.12	2916.66	3091.80	2846.39
Add: Adjustments with other equity	19.26	27.20	24.84	421.36
Add: Balance brought forward from previous year, Amount available for appropriation	17637.58	14693.73	18772.58	15577.83
Less: Appropriation
(i) Interim Dividend Paid	325.90	-	325.90	-
(ii) Tax on Interim Dividend Paid	66.35	-	66.35	-
(iii) Transfer to Special Reserve	-	-	22.00	73.00
Closing Balance of retained earnings	20272.72	17637.58	21474.98	18772.58
EPS (Basic per share of face value of Rs. 10/-)	13.85	13.42	14.18	13.02
EPS (Diluted per share of face value of Rs. 10/-)	13.85	13.42	14.18	13.02

2. SHARE CAPITAL

The paid up share capital of the Company as at 31st March, 2018 is Rs. 21,72,65,430/- (Twenty -One Crores Seventy Two Lakhs Sixty Five Thousand Four Hundred and Thirty Rupees) comprising of 21726543 (Two Crores Seventeen Lakh Twenty Six Thousand Five Hundred and Forty Three) equity shares of Rs. 10/- each. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. The Company has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

3. DIVIDEND

During the year under review, the Company had declared Interim dividend at the meeting of Board of Directors held on 26th October, 2017 at the rate of 15% on 2,17,26,543 equity shares of the Company amounting to Rs. 1.50/- per share on face value of Rs. 10/- each fully paid up. Further considering implementation of various projects being added in the Company’s portfolio and conserving and investing the Company’s capital in the many high return investment opportunities, the Board in the interest of shareholders decided to utilize the internal accruals on its project rather than paying dividend to shareholders and thus no Final Dividend was recommended by the Board for the year ended March 31, 2018.

4. TRANSFER TO RESERVES

The Company proposes to retain the entire amount of Rs. 3008.12 lakhs in the profit and loss account. Hence no amount is transferred to General Reserve.

5. OPERATIONS AND BUSINESS PERFORMANCE

During the year under review, the Company has earned revenue of Rs. 18465.23 lakhs from Real Estate, Investments / Financing and Wind Power Generation and Rs. 96.06 lakhs as other income compared to previous year revenue of Rs. 9394.36 lakhs from Real Estate, Investments / Financing and Wind Power Generation and Rs. 313.00 lakhs as other income on Standalone basis. On a consolidated basis the revenue from operations for FY 2018 is Rs. 20096.78 lakhs and Rs. 103.09 Lakhs as other income.

Net Profit before tax is Rs. 3102.44 lakhs for the current year as compared to Rs. 3246.60 lakhs for the previous year.

The Company’s Cloud 36 Project at Ghansoli has received Occupancy Certificate and the Company is in the process of handing over the possession of inventory to its esteemed customers. The Construction activity at Karjat is progressing as per the schedule. The Company proposes to launch a Residential project in Panvel after necessary approvals are received. The Land for the same has already been acquired.

6. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A separate section on Management Discussion and Analysis Report (MD&A) is included in the Annual Report as required under Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7. CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report along with a Certificate from M/s. MRB & Associates, Chartered Accountants in practice, confirming compliance with conditions on requirements of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The auditors’ certificate for fiscal 2017-2018 does not contain any qualification, reservation or adverse remark.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board at its meeting held on 18th May, 2017 (based on the recommendation of Nomination and Remuneration Committee) had approved change in designation of Mr. Ashwin Kumar Kothari (Din: 00033730) from Non-Executive Director and Chairman to Whole Time Director and Chairman of the Company w.e.f 18th May, 2017 for a period of 3 years subject to approval of members at the 33rd Annual General Meeting of the Company. The Shareholders at the 33rd AGM held on 29th September.

2017 had approved change in designation of Mr. Ashwin Kumar Kothari as the Whole Time Director and Chairman of the Company. However due to other commitments, Mr. Ashwin Kumar Kothari had expressed unwillingness to continue as the Whole Time Director from the close of business hours of 31st October, 2017 and had stepped down as the Whole Time Director. Thus the Board of Directors at their meeting held on 26th October, 2017 had approved re-designation of Mr. Ashwin Kumar Kothari as the Non-Executive Director and Chairman of the Company w.e.f 1st November, 2017.

Accordingly remuneration was paid to Mr. Ashwin Kumar Kothari for the period commencing from 18th May, 2017 to 31st October, 2017 during his tenure as Whole Time Director. As a Non- Executive Director Mr. Ashwin Kumar Kothari is not drawing any remuneration / fees from the Company.

The Board at its meeting held on 18th May, 2017 (based on the recommendation of Nomination and Remuneration Committee) had approved change in designation of Mr. Harisingh Shyamsukha (Din: 00033325) from Non- Executive Director to Whole Time Director of the Company w.e.f 18th May, 2017 for a period of 3 years subject to approval of members at the 33rd Annual General Meeting of the Company. The Shareholders at the 33rd AGM held on 29th September, 2017 had approved change in designation of Mr. Harisingh Shyamsukha from Non- Executive Director to Whole Time Director of the Company for a period of 3 years w.e.f 18th May, 2017.

Mr. Ashish Ranka was appointed as the Chief Financial Officer (CFO) of the Company w.e.f 18th May.

2017 by the Board of Directors. Mr. Ashish Ranka is the member of the Institute of Chartered Accountants of India and has experience of more than 10 years in the field of finance and accounts.

During the year under review Mr. Pratap Merchant (Din: 00022223) Independent Director had resigned from the Board of the Company w.e.f 31st March, 2018. Due to his continued ill health, Mr. Pratap Merchant had expressed unwillingness to continue on the Board of the Company. Mr. Pratap Merchant had been on the Board of the Company since 2007, and during his tenure he guided the Board on various matters of business and governance. The Directors placed on record their appreciation for the invaluable service of Mr. Pratap Merchant and thanked him for his service to the Company.

The Board of Directors after receiving recommendation from the Nomination and Remuneration Committee of the Company appointed Mr. Ashok Shivlal Rupani (DIN: 00079574) as an Additional Independent Director on the Board of Company w.e.f 30th June, 2018 to hold office up to the conclusion of 34th Annual General Meeting of the Company. The Company has received notice under Section 160 of the Companies Act, 2013 from a member proposing candidature of Mr. Ashok Shivlal Rupani for appointing him as the Independent Director. Mr. Ashok Shivlal Rupani is a B.Com graduate having 35 years of experience in the field of chemical, metal and investment and financing activity. He is expert in investment and trading activities. The Company has received necessary declaration from Mr. Ashok Shivlal Rupani under Section 149 (7) of the Act that he meets the criteria of independence laid down in the Act and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (“Listing Regulations”). He is also on the Board of Greece Investments Limited (Group Company) as an Independent Director. Mr. Ashok Shivlal Rupani is not related to any Director on the Board of the Company. A brief profile and other details as required under the Act, Secretarial Standard -2 and Listing Regulations, of Directors proposed to be appointed is annexed to the notice convening AGM.

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. Harisingh Shyamsukha (DIN:00033325) and Mr. Rohit Kothari (DIN:00054811) retires by rotation and being eligible have offered themselves for re-appointment.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2018 are:

Mr. Gaurav Shyamsukha, Mr. Harisingh Shyamsukha and Mr. Vazhathara Vasudevan Sureshkumar - Whole Time Directors.

Ms. Dipyanti Kanojia - Company Secretary.

Mr. Ashish Ranka- Chief Financial Officer w.e.f. 18th May, 2017 Declaration from Independent Directors

The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(6) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

8.1 Board Evaluation:

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates evaluation of performance of Independent Directors, non-independent Directors and Chairperson.

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire board of Directors, excluding the director being evaluated.

To enable such evaluation, an evaluation framework has been adopted by the company, which is devised with a view to provide a more structured approach for the evaluation and which lays down overall guidelines and processes to be adopted for the evaluation of performance.

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 (Board), its Committees and individual directors. The performance was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. Each Board Member completed a confidential questionnaire and evaluated the performance of each director.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Chairman of the Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria approved by the Board.

In a separate meeting of Independent Directors held on March 29, 2018, performance of no independent directors, performance of the board as a whole and performance of the chairperson of the Company was evaluated.

The review of evaluation was discussed at the first board meeting held after the Independent Directors Meeting, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director 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.

8.2 Remuneration Policy:

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 http://www.geeceeventures.com/financial-archives/policies-and-codes.aspx.

8.3 Number of Meetings of the Board:

During the year, the Board of Directors and the Audit Committee of the Company duly met 4 (Four) 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 minutes book as required by the Articles of Association of the Company and the Companies Act, 2013. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

8.4 Familiarization Programmed to Independent Directors:

During the year under review, the Independent Directors were familiarized with the strategy, operations and functions of the Company. The Key Managerial Personnel made presentation to the Independent Directors on Business Overview, Revenue from each business operation, and roles and responsibility of the Independent Directors and other important aspects of the Company at the meeting of the Independent Directors held on 29th March, 2018.

The Terms and Conditions of the appointment of every Independent Director is available on the website of the Company at http://www.geeceeventures.com/investor-relation/policies-and-codes. asp

Details of familiarization programme conducted for its Independent Directors during the year are also disclosed on the Company’s website at http://www.geeceeventures.com/investor-relation/ familiarisation-programme-to-independent-directors.aspx

8.5 Vigil Mechanism/ Whistle Blower Policy:

The Company has established a vigil mechanism/framed a whistle blower policy. The policy enables the employees and other stakeholders to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. No personnel has been denied access to the Audit Committee. The provisions of this policy are in line with the provisions of Section 177 (9) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is available on the website of the company at: http://www.geeceeventures.com/financial-archives/policies-and-codes.aspx

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) and (5) of the Companies Act, 2013 the Board of Directors to the best of

their knowledge and ability, confirm that -

a) in preparation of the annual accounts for the financial year ended 31st March 2018, the applicable Accounting Standards have been followed and that there are no material departures.

b) the directors have 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 of the Company, for that period.

c) the directors have taken proper and sufficient care 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) the directors have prepared the annual accounts on a going concern basis.

e) the directors have laid down internal financials controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, secretarial and cost auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2017-18.

10. AUDITORS

10.1 Statutory Auditors:

The Shareholders of the Company at the 33rd Annual General Meeting held on 29th September, 2017 had appointed M/s. MRB & Associates, Chartered Accountants (Firm Registration No. 136306W) as the Statutory Auditors of the Company to hold the office from the conclusion of the said Thirty -Third (33rd) AGM of the Company till the conclusion of Thirty-Eighth (38th) AGM to be held in the year 2022 subject to ratification of their appointment by the shareholders every year. The Ministry of Corporate Affairs vide its Notification dated 7th May 2018, has dispensed with the requirement of ratification of Auditor’s appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor’s appointment is not included in the Notice of the ensuing 34th Annual General Meeting.

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended March 31, 2018 are self-explanatory and therefore do not call

for any further comments under Section 134 of the Companies Act, 2013 as it does not contain any qualification, reservation or adverse remark.

10.2Secretarial Auditors:

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 31st March, 2018. The Secretarial Audit Report issued by M/s Nishant Jawasa & Associates, Company Secretaries in Form MR-3 is annexed as “Annexure D”. The audit does not contain any adverse remark or qualification other than remark with regards to unspent amount, required under Section 135 of the Companies Act, 2013. A detailed statement regarding, expenditure under Section 135 forms part of this report as “Annexure E”

10.3Cost Auditors:

The Board of Directors after receiving recommendation from the Audit Committee appointed M/s. Kishore Bhatia & Associates, Practicing Cost Accountants, as the Cost Auditor for auditing the cost records of the Company for the financial year 2018-19 at a fee of Rs. 80,000/- (Rupees Eighty Thousand only) plus applicable taxes and out of pocket expenses, subject to ratification of the said fees by the members at the ensuing Annual General Meeting pursuant to Section 148 of the Companies Act, 2013.

The Cost Audit Report would be filed with the Central Government within the prescribed timelines.

11. STATUTORY DISCLOSURES

A. 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. There was no capital investment on energy equipments done during the year under review.

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.

B. Technology Absorption

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. 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.

C. Foreign Exchange Earnings and outgo

During the financial year 2017-18, expenditure in foreign currencies in terms of actual outflow amounted to Rs. 40.56 Lakh (Previous Year Rs.218.74 lakh). The Company has not earned any foreign exchange during the year.

12. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures with respect to the remuneration of Directors and Employees as required under Section 197(12) & (14) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as “Annexure A” to 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 - Greece Fin cap Limited (Formerly known as GCIL Finance Limited).

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. The said Annexure is open for inspection at the registered office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary. Such details are also available on your Company’s website: http://www.geeceeventures.com/investor-relation/financial-results-and-annual-report.aspx

13. HUMAN RESOURCES DEVELOPMENT

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 strategic hiring, 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’s closing headcount for the FY 2017-18 was 39.

14. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation. Every Employee is made aware that the Company is strongly opposed to sexual harassment and that the behavior is prohibited both by law and by the Company. To redress complaints of sexual harassment, the Company has adopted a policy on prevention, prohibition and redressed of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and rules framed there under and has also constituted an Internal Complaints Committee (ICC) of the Company to redress complaints of sexual harassment.

The Internal Complaints Committee is constituted with following members:

Name of the Member	Category
Ms. Dipyanti Kanojia	Presiding Officer
Ms. Suvidha Pawaskar	Member
Mr. Ashish Ranka	Member
Ms. Shweta Diwan	External Member

Workplace sexual harassment complaints received	FY 2017-18
Number of cases filed	Nil
Disposal through conciliation	Nil
Pending cases	Nil
Number of workshops & awareness programme conducted	1

15. PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES

During the year the Company had entered into one transaction which was not in ordinary course of business and not at arm’s length basis as required under Section 188 of the Companies Act, 2013. The detail of such transaction is provided in Form AOC-2 annexed as “Annexure F” to the report. Approval of the Audit Committee and Board was obtained for the transaction.

Other than the above transaction all the other transactions entered into during the financial year 2017

2018 with Related Parties as defined under Section 188 read with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act 2013 and Regulation 23 of the Sebi (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of business and on an arm’s length basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders’ approval under the Listing Regulations.

Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts - Note No. 35 forming part of the Standalone financial statements. As required under Regulation 23 (1) of the Listing Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company at http://www.geeceeventures.com/financial-archives/policies-and-codes.aspx

16. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Loans, Guarantees & Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in the Annual Report. Please refer note no.4 forming part of the standalone financial statements.

17. DEPOSITS FROM PUBLIC

The Company has not accepted any deposit from the Public during the year under review, as per the provisions of Section 73 the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. As on April 1, 2017 no amounts were outstanding which were classified as ‘Deposits’ under the applicable provisions of Companies Act, 2013 and hence, the requirement of furnishing details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

18. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

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.

20. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 (‘the Act’) in prescribed Form MGT-9 is enclosed as “Annexure B” to this Report. The Extract of Annual Return can also be accessed at the website of the Company at http://www.geeceeventures.com/ investor-relation/financial-results-and-annual-report.aspx

21. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

There are 2 direct subsidiaries and 3 indirect subsidiaries of Greece Ventures Limited as on 31st March, 2018. There are no associate companies within the meaning of Section 2(6) of the Act. During the year Greece Nirmaan LLP was incorporated with Greece Ventures Limited and Nirmaan Life Space LLP being its designated partners. Due to amendment in expression of joint ventures vide companies amendment act, 2017 effective from 7th May, 2018 the LLP is considered as the Joint Venture as per Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries and Joint Venture.

BRIEF DETAILS AND HIGHLIGHTS OF PERFORMANCE OF THE DIRECT SUBSIDIARIES: I. SUBSIDIARIES :

a) Greece Fin Cap Limited (Formerly known as GCIL Finance Limited): Greece Fin Cap Limited (Formerly known as GCIL Finance Limited) is a wholly owned subsidiary of the Company. It operates as the non-deposit taking Non-Banking Financial Company (NBFC) and is registered with Reserve Bank of India. The name of the Company was changed from GCIL Finance Limited to Greece Fin Cap Limited w.e.f 13th June, 2017.

On standalone basis, Greece Fin Cap Limited reported total revenue from operations for financial year

2018 at Rs.1729.12 lakhs over Rs.35.23 lakhs in FY 2017. Greece Fin Cap has generated profit after tax of Rs.103.22 lakhs for FY 2018 as against Rs.(38.87) lakhs during the previous financial year 2017.

Performance Highlights of this Company:

('' in lakhs)

Particulars	2017 -18	2016-17
Gross Income	1729.12	35.23
Total Expenses	1766.01	86.50
Profit Before Tax	(36.90)	(51.27)
Less: Tax Expense	(140.12)	(12.40)
Net Profit After Tax	103.22	(38.87)

b) GEECEE BUSINESS PRIVATE LIMITED: (GBPL) a subsidiary of the Company primarily engaged in the business of advisory services relating to Capital Market. This Company reported Net Loss for the year of Rs. 30.38 lakhs as against Net Loss of Rs. 49.26 lakhs incurred during the previous year. No major activities affecting financial position of the company has occurred during the year under review. Performance Highlights of this Company:

('' in lakhs)

Particulars	2017-18	2016-17
Gross Income	3.71	11.37
Total Expenses	45.74	60.97
Profit Before Tax	(42.03)	(49.61)
Less: Tax Expense	(11.66)	(0.34)
Net Profit After Tax	(30.38)	(49.26)

BRIEF DETAILS AND HIGHLIGHTS OF PERFORMANCE OF INDIRECT SUBSIDIARIES

c) OLDVIEW AGRICULTURE PRIVATE LIMITED: Greece Ventures Limited holds 99.99 % share capital of this Company through its Wholly Owned Subsidiary (WOS) Greece Fin Cap Limited (Formerly known as GCIL Finance Limited). Due to operative expenses net loss for the year is 0.09 lakhs. The net loss for the previous year also stood at 0.09 lakhs.

d) NEPTUNE FARMING PRIVATE LIMITED: Greece Ventures Limited holds 99.99 % share capital of this Company through its Wholly Owned Subsidiary (WOS) GCIL Finance Limited. Due to operative expenses net loss for the year is 0.14 lakhs as against 0.12 lakhs in the previous year.

e) RETOLD FARMING PRIVATE LIMITED: GeeCee Ventures Limited holds 99.99 % share capital of this Company through its Wholly Owned Subsidiary (WOS) GCIL Finance Limited. Due to operative expenses net loss for the year is 0.17 lakhs as against 0.15 lakhs in the previous year.

II. BODIES CORPORATE :

GEECEE NIRMAAN LLP: During the year M/s. Greece Norman LLP was incorporated on 24th April, 2017 with Greece Ventures Limited and Norman Life Space LLP as its designated partners. The Company has contributed 75% of the contribution to the corpus of the LLP at the time of incorporation. During the year there were no operations carried out in the LLP

During the year no new subsidiaries were incorporated neither dissolved. 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 C”. The statement also provides the details of performance and financial position of the Subsidiary Companies.

In accordance with fourth proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.geeceeventures.com.

Further, as per fifth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company www.geeceeventures.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company’s registered office.

As per Section 136(1), the physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during normal business hours on all working days, excluding Saturdays.

As required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 129 (3) of the Companies Act, 2013, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards and forms part of the Annual Report.

Pursuant to Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has framed a policy on material subsidiary, the details of which are available on http:// www.geeceeventures.com/uploads/Investor-relations/pdfs/policy-for-determining-material-subsidiary-40. pdf

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“In AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2017. The financial highlights in respect of subsidiaries provided above are as per Indian Accounting Standards and the figures corresponding to the previous financial year i.e. 2017 have been restated to conform to (“IND AS”).

22. COMMITTEES OF THE BOARD

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

As at 31st March, 2018, the Audit Committee was comprised with Mr. Rakesh Khanna as the Chairman, Mr. Pratap Merchant, Mr. Gaurav Shamsukha and Mr. Suresh Tapuriah as its members. Mr. Ashok Shivlal Rupani has been appointed as an additional independent director of the Company w.e.f. 30th June, 2018 and has also been appointed as the member of the Audit Committee w.e.f. 30th June, 2018.

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

23. RISK MANAGEMENT

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.

24. CORPORATE SOCIAL RESPONSIBILITY

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted CSR Committee. The Committee comprises of Mr. Suresh Tapuriah (Chairman), Mr. Rakesh Khanna & Mr. Gaurav Shyamsukha as other members of the Committee. The Board has also approved a CSR policy, on the recommendations of the CSR Committee which is available on the website of the Company at www.geeceeventures.com.

As per CSR policy of the Company, activities in which the Company has decided to spend interalia includes Education, Health Care, Environmental Sustainability and promoting sports. In accordance with the policy, the Company during the year contributed to Foundation for Promotion of Sports & Games (popularly known as Olympic Gold Quest) a sum of Rs. 5 Lakhs (Rupees Five Lakhs) towards CSR expenditure. As reported in the last year’s Annual Report (2016-17) the organization, Foundation for Promotion of Sports & Games (popularly known as Olympic Gold Quest) is a Section 8 Company i.e. ‘not for profit’ promoted by Indian sporting legends Get Seth and Prakash Padukone with a view to identify and support Indian athletes who have the potential to win Olympic Gold medals for the country.

Apart from contributing towards promotion for sports activities the Company also endeavors to spend on Education, Health Care and Environmental Sustainability. In this regard the CSR Committee have met various institutions and analyzed various sources and channels and have conducted research to identify such organizations and agencies carrying out such activities. As the Committee was not able to ascertain such organizations which could provide assistance to the Company in conducting CSR expenditure in most justifiable, sustainable and measurable manner, there was shortfall in spending the total amount as required under Section 135 of the Companies Act, 2013.

Information on Corporate Social Responsibility (CSR) Policy and initiative taken by the Company during the financial year 2017-18, pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as “Annexure E” to the report.

25. MAINTAINANCE OF COST RECORDS AND COST AUDIT

In accordance with Section 148 and Rule 3 & 4 of the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records in respect of construction and electricity supply activity of the Company. In this regard 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 2017-18 was placed before Board of Directors at their meeting held on 8th August, 2018. The Cost Audit Report did not contain any qualification, reservation or adverse remark.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company is having in place Internal Financial Control System commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. The Internal Financial Controls with reference to the financial statements were adequate and operating effectively.

Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company.

During the year under review, no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

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 A” to the independent auditors’ report for the year ended 31st March, 2018.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

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.

28. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors

Greece Ventures Limited

Ashwin Kumar Kothari

Chairman

Mumbai, 8th August, 2018 (DIN: 00033730)

---

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting their Thirtieth Annual Report together with the Audited Accounts for the financial year ended 31st March 2014.

1. Financial Highlights

(Rs. in Lacs)

Particulars 2013-2014 2012-13

Revenue from operations 1,442.88 1,293.91

Other Income 224.43 484.25

Total Income 1,667.31 1,778.16

Gross Profit before Interest, Depreciation, Extra-Ordinary and Exceptional Items 1,080.03 1,123.40

Less : Financial Costs 0.32 12.06

Gross Profit before Depreciation 1,077.73 1,111.34

Less: Depreciation 177.17 178.42

Profit for the year before Taxation, Exceptional & Extra-Ordinary Items 902.54 932.92

Prior Period Items & Exceptional Items 1.98 -

Extra-Ordinary Items - 3.68

Net Profit Before Tax 900.56 929.24

Less: Provision for Current Tax (including wealth tax) 264.68 222.08

Less: Provision for Deferred Tax (6.54) 80.49

Net Profit after Prior Period Items, Exceptional Items and Tax 642.42 626.67

Add: Balance brought forward from previous year 10,864.65 10,721.34

Amount available for appropriation 11,507.07 11,348.01

APPROPRIATION

Less:

i) Transfer to General Reserve 150.00 150.00

ii) Proposed Dividend 285.40 285.40

iii) Tax on Proposed Dividend 48.50 48.50

iv) Short Provision for proposed dividend 0.01 -

Add:

vi) Excess Dividend Provision - (0.46)

vii) Excess Dividend Tax on Provision - (0.07)

Balance carried to Balance sheet 11,023.15 10,864.65

Total 11,507.07 11,348.01

EPS (Basic & Diluted per share of face value of Rs. 10) 3.38 3.24

2. Financial Performance

During the year under review, your Company has earned total revenue of Rs. 1,667.31 lacs as compared to Rs. 1,778.16 lacs of the previous year. The reason for decline in revenue is fall in interest income and power generation income.

For the financial year under review, your Company has achieved a Net Profit after Tax of Rs. 642.42 lacs as compared to Rs. 626.67 lacs of the previous year.

3. Management Discussions and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming the part of the Annual Report.

4. Corporate Governance

A Report on Corporate Governance along with a certificate from Mr. Gaurav Sarda, Chartered Accountant in practice, regarding compliance of the requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

5. Dividend

Your Directors are pleased to recommend a dividend of 15% (Rs. 1.50 per equity share) for the financial year ended 31st March, 2014. The total amount of dividend for the year ended 31st March, 2014 is Rs. 285.40 lacs. The tax on distributed profits payable by the Company would amount to Rs. 48.50 lacs.

6. Directors:

Mr. Rakesh Khanna, Mr. Pratap Merchant, Mr. Suresh Tapuriah and Mr. Milan Mehta, being Independent Directors, are being appointed for a term of 5 (five) consecutive years as per provisions of The Companies Act, 2013.

Your Directors recommend the re-appointment of all these Directors.

7. Director''s Responsibility Statement Pursuant to the requirements of Section 217(2AA) of Companies Act, 1956, your Directors, confirm the following:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that 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 of the Company for that period.

iii) that 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;

iv) that the directors had prepared the annual accounts on a going concern basis.

8. Auditors and Auditors Report:

M/s. Sarda & Pareek, Chartered Accountants were appointed as the Statutory Auditors of your Company at the last annual general meeting to hold office till the conclusion of this Annual General Meeting. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. Your directors recommend for their re-appointment and to fix their remuneration.

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended March 31, 2014 are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956 as it does not contain any qualification in the same.

9. Consolidated Financial Statements:

In accordance with the Accounting Standard AS-21 of the Companies (Accounting Standards) Rules, 2006 and pursuant to the Listing Agreement with the Stock Exchanges, the audited Consolidated Financial Statements form part of this Annual Report.

10. Subsidiary Companies:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The consolidated annual accounts of the company and its subsidiaries will also be kept open for inspection at the registered office of the company.

a. GCIL Finance Limited:

This 100% Subsidiary of the Company has generated profit after tax of Rs. 101.75 Lacs in the current year as against Rs. 235.26 Lacs during the previous year.

i. Oldview Agriculture Private Limited: This 100% subsidiary of the Company has generated Loss of Rs. 22,295/- in the current year as against Rs. 29,856/- during the previous year.

ii. Retold Farming Private Limited: This 100% subsidiary of the Company has generated Loss of Rs. 27,420/- in the current year as against Rs. 25,656/- during the previous year.

iii. Neptune Farming Private Limited: This 100% subsidiary of the Company has generated Loss of Rs. 23,458/- in the current year as against Rs. 23,318/- during the previous year.

b. GeeCee Logistics and Distributions Private Limited:

This 100% Subsidiary of the Company has also generated Net Loss of Rs. 2.41 Lacs in the current year as against Rs. 46.01 Lacs Net Loss after tax during previous year.

c. GeeCee Business Private Limited:

This 63% Subsidiary of the Company has incurred a Net Loss for the year of Rs. 18.80 Lacs as against Net Loss of Rs. 24.21 Lacs incurred during the previous year.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is given in Annexure - A to the report.

11. Insurance

The Company''s assets continued to be adequately insured against the risk of Fire, Riot, Earthquake, etc. The major insurance policies renewed/ taken by the Company during the year and sum insured are as follows:-

Policy Particulars Sum Insured (Rs. in Lacs)

Standard Fire and Special Perils Policies 879.00

Machinery Breakdown Policies 32.01

Group Personal Accident Policy for Employees 317.69

Wind Mills at Rajasthan 2588.00

Contractors All Risk policy 13000.00

12. Fixed Deposits

The Company has not accepted any fixed deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules, 1975, during the year.

13. Personnel

Personnel relations with all employees and workers remained cordial and harmonious throughout the year. Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

14. Particulars of employees

In terms of the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended, the names and other particulars of the employees are set out in the Annexure - B to this report.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A] Conservation of Energy and Technology Absorption:

The Company is not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo:

(Rs. in Lacs)

Particulars 2013-2014 2012-2013

Foreign Exchange Earning NIL NIL

Foreign Exchange Outgo 20.34 5.53

16. Acknowledgement

Your Directors express their sincere thanks to the Financial Institutions, Bankers, Stock Exchanges, regulatory agencies, Central and State Government Authorities, Customers, Suppliers and other business associates for their continued cooperation and patronage. The Company is thankful to the shareholders for reposing trust in the Company and their unflinching enthusiasm and patronage. We are fully appreciative of the contribution made by the employees at all levels for the continued growth and performance by the Company.

On behalf of the Board of Directors

Sd/-

Ashwin Kumar Kothari Date :15th May, 2014 Chairman Place: Mumbai

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Mar 31, 2013

TO THE MEMBERS OF THE COMPANY FOR THE YEAR ENDED 31ST MARCH 2013

Dear Shareholders,

The Directors have great pleasure in presenting their Twenty Ninth Annual Report together with the Audited Accounts for the financial year ended 31st March 2013.

1. Financial Results

(Rs. in Lacs)

Particulars 2012-2013 2011-12

Revenue from operations 1293.91 1303.93

Other Income 484.25 1233.48

Total Income 1778.16 2537.42

Gross Profit before Interest, Depreciation and Extra-Ordinary 1123.4 1726.98

Items

Less: Financial Costs 12.06 13.87

Gross Profit before Depreciation 1111.34 1713.11

Less: Depreciation 178.42 183.72

Profit for the year before Taxation & Exceptional Items 932.92 1529.39

Less: Provision for Current Tax (including wealth Tax) 222.08 289.72

Less: Short Ta x Liability of earlier years

Less: Provision for Deferred Tax 80.49 278.69

Net Profit before Prior Period Items & Exceptional Items 932.92 1529.39

Prior Period Items 3.68 2249.62

Exceptional Items (24.39)

Net Profit after Prior Period Items,Exceptional Items and Tax 626.67 3475.56

Add: Balance brought forward from previous year 10721.34 7985.53

Amount available for appropriation 11348.01 11461.08

APPROPRIATION

i) Transfer to General Reserve 150.00 400.00

ii) Proposed Dividend 285.40 292.32

iii) Tax on Proposed Dividend 48.50 47.42

iv)Excess Dividend Provision (0.46)

v)Excess Dividend Tax on Provision (0.07)

vi) Balance carried to Balance sheet 10864.65 10721.34

Total 11348.01 11461.08

EPS (Basic & Diluted per share of face value of Rs. 10) 3.24 7.42

2. Financial Performance

During the year under review, your Company has earned a total revenue of Rs. 1778.16 lacs as compared to Rs.2537.42 lacs of the previous year. The reason for decline in revenue is fall in interest income which forms major part of income.

For the financial year under review, your Company has achieved a Net Profit after Prior Period Items and Exceptional Items of Rs. 626.67 lacs as compared to Rs. 3475.56 lacs of the previous year. Due to an extra-ordinary income of Rs.2249.62 lacs in previous year, being holdback amount received, there is substantial fall in the Net Profit during the year under review.

3. Buy- Back of Equity Shares

During the Financial Year 2011-12,the Board of Directors of the Company approved the Buyback of 16 lacs equity shares of the Company from the open market through the Stock Exchange mechanism at a price not exceeding Rs. 65/- per equity share, involving an aggregate amount, not exceeding Rs.1040 Lacs in accordance with sections 77A, 77AA and 77B of the Companies Act, 1956.

Upon receipt of approval from Securities and Exchange Board of India (SEBI), the Company commenced Buy-back of its equity shares with effect from February 9, 2012 and it was completed on January 08, 2013. The total number of shares bought back were 16 lacs equity shares of face value of Rs.10/- each. The Company has extinguished all 16 lacs equity shares till date. Post Buy-back paid-up Equity Shares Capital of the Company is Rs.19, 02, 65,430/- consisting of 1, 90, 26,543 equity shares of Rs.10/- each.

4. Withdrawal of Application made to Reserve Bank of India(RBI) for issue of Certifcate of Registration ( CoR ) to carry on the NBFC business:

Your Company has deployed its surplus funds in financial assets as per NBFC Guidelines and thereafter application was made to RBI for getting Certificate of Registration (COR) for NBFC business. During the same period, major part of the surplus funds were invested in non-financial assets. The company has accordingly withdrawn its application for getting COR.

5. Alteration in Objects Clause:

During the year under review, the Company has altered its main objects with effect from 17th August 2012 to include real estate business as one of its main objects to expand the activities which can be carried out by the Company in the real estate and infrastructure sector. The incidental and ancillary objects of the Company already permits the Company to carry out various real estate activities.

6. Management Discussions and Analysis Report

Management Discussion and Analysis Report as required under the Clause 49 of the Listing Agreement is annexed to and forming part of the Directors'' Report.

7. Dividend

Your Directors are pleased to recommend a dividend of 15 % (Rs.1.50 per equity share) for the financial year ended 31st March, 2013. The total amount of dividend for the year ended 31st March, 2013 is Rs.285.40 lacs. The tax on distributed profits payable by the Company would amount to Rs. 48.50 lacs.

8. Directors:

In accordance with the Articles of Association of the Company, Mr. Milan Mehta and Mr. Suresh Tapuriah, directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The information required to be furnished under clause 49 IV (G) of the Listing Agreement is given in the Notice of the Twenty Ninth Annual General Meeting.

During the year under review, Mr. Vallabh Prasad Biyani has resigned from the Whole Time Directorship of the Company with effect from 1st October 2012. He was working with Company since 1980.The Board of Directors has placed on record its appreciation for the assistance and guidance provided by

Mr. Vallabh Prasad Biyani during his tenure as Director of the Company.

The Board of Directors have appointed Mr. Gaurav Shyamsukha as Whole Time Director of the Company for the period of Three years with effect from 1st May 2013 subject to approval of members in the ensuing annual general meeting. He is not liable to retire by rotation.

There are no other changes in the Composition of the Board of Directors of the Company.

9. Director''s Responsibility Statement

Pursuant to Section 217(2AA) of Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed that:

1. in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any.

2. the Directors have 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 as at 31st March 2013 and of the profit of the Company for that.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the attached Statement of Accounts for the year ended 31st March 2013 on a ‘going concern'' basis.

10. Auditors and Auditors Report:

M/s. Sarda & Pareek, Chartered Accountants were appointed as the Statutory Auditors of your Company at the last annual general meeting to hold office till the conclusion of the next Annual General Meeting. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. Your directors recommend for their re-appointment and to fix their remuneration.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

11. Consolidated Financial Statements:

In accordance with the Accounting Standard AS – 21 of the Companies (Accounting Standards) Rules, 2006 and pursuant to the Listing Agreement with the Stock Exchanges, the audited Consolidated Financial Statements form part of this Annual Report.

12. Subsidiary Companies:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The consolidated annual accounts of the company and its subsidiaries will also be kept open for inspection at the registered office of the company.

a. GCIL Finance Limited:

This 100% Subsidiary of the Company has generated profit after tax of Rs. 235.26 Lacs in the current year as against Rs. 238.24 Lacs during the previous year.

b. GeeCee Logistics and Distributions Private Limited:

This 100% Subsidiary of the Company has also generated Net Loss of Rs.46.01 Lacs in the current year as against Rs.25.98 lacs profit after tax during previous year.

c. GeeCee Business Private Limited:

This 63 % Subsidiary of the Company has incurred a Net Loss for the year of Rs. 24.21 lacs as against a loss of Rs. 24.08 lacs incurred during the previous period.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is given in Annexure – A to the report.

13. Insurance

The Company''s assets at Ankleshwar – Gujarat and wind mills at Rajasthan, continued to be adequately insured against the risk of Fire, Riot, Earthquake, etc. The major insurance policies renewed by the Company during the year and sum insured are as follows: -

Policy Particulars Sum Insured (Rs in Lacs)

Standard Fire and Special Perils Policies 845.55

Machinery Breakdown Policies 32.01

Group Personal Accident Policy for Employees 225.17

Wind Mills at Rajasthan 2588.00

14. Fixed Deposits

The Company has not accepted or renewed any fixed deposit from the public during the year under review.

15. Personnel

Personnel relations with all employees and workers remained cordial and harmonious throughout the year. Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

16. Particulars of employees

In terms of the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended, the names and other particulars of the employees are set out in the Annexure-B to the Directors'' Report.

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A] Conservation of Energy and Technology Absorption:

The Company is not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo:

(Rs. In Lacs)

PARTICULARS 2012-2013 2011-2012

Foreign Exchange Earnings Nil Nil

Foreign Exchange Outgo 15.53 30.01

18. Corporate Governance

The Company has taken requisite steps to comply with the recommendations concerning the Corporate Governance. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

19. Acknowledgement

Your Directors express their sincere thanks to the Financial Institutions, Bankers, Stock Exchanges, regulatory agencies, Central and State Government Authorities, Customers, Suppliers and other business associates for their continued cooperation and patronage. The Company is thankful to the shareholders for reposing trust in the Company and their unflinching enthusiasm and patronage. We are fully appreciative of the contribution made by the employees at all levels for the continued growth and performance by the Company.

On behalf of the Board of Directors

Sd/-

Ashwin Kumar Kothari

Date: 23rd April, 2013 Chairman

Place: Mumbai

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Mar 31, 2012

The Directors have great pleasure in presenting their Twenty Eighth Annual Report together with the Audited Accounts for the financial year ended 31st March 2012.

1. Financial Results

(Rs. in Lacs)

Particulars 2011-2012 2010-11

Revenue from operations 341.45 387.57

Other Income 2195.96 1386.35

Total Income 2537.42 1773.92

Gross Profit before Interest & Depreciation 1726.61 905.93

Less: Financial Costs 13.87 8.29

Gross Profit before Depreciation 1712.74 897.64

Less: Depreciation 183.72 215.50

Profit for the year before Taxation 1529.01 682.14

Less: Provision for Current Tax 289.34 Nil

Less: Short Tax Liability of earlier years Nil 01.35

Less: Provision for Deferred Tax (10.65) (118.09)

Net Profit before Prior Period Items & Exceptional Items 1250.32 798.88

Prior Period Items 2249.62 (55.47)

Exceptional Items (24.39) Nil

Net Profit after Prior Period Items and Exceptional items 3475.56 743.42

Add: Balance brought forward from previous year 7985.52 7701.70

Amount available for appropriation 11461.08 8445.11

APPROPRIATION

i) Transfer to General Reserve 400.00 100.00

ii) Proposed Dividend 292.32 309.40

iii) Tax on Proposed Dividend 47.42 50.19

iv) Balance carried to Balance sheet 10721.34 7985.52

TOTAL 11461.08 8445.11

EPS (Basic & Diluted per share of face value of Rs. 10) 16.86 03.60

2. Financial Performance

During the year under review, your Company has earned a total revenue of Rs. 2537.42 lacs as compared to Rs. 1773.92 lacs of the previous year.

For the financial year under review, your Company has achieved a Net Profit after Prior Period Items and Exceptional items of Rs. 3475.56 lacs as compared to Rs. 743.42 lacs. of the previous year.

3. Equity Shares Buy Back

The Board of Directors of the Company at its meeting held on 9th January, 2012 approved the Buyback of up to 1600000 fully paid-up equity shares of Rs. 10 each at a price not exceeding Rs. 65 per equity share payable in cash not exceeding Rs. 1040 Lacs. The Buy-back is being made out of free reserves and / or security premium account of the Company from the open market through Stock Exchanges in India as per the provisions of SEBI (Buy-back of Securities) Regulations 1998.

Under the ongoing offer for buy back made by the company vide public announcement dated 24th January, 2012 the company has bought back 528611 Equity Shares and extinguished 350219 Equity Shares till 31st March 2012 and the remaining 178392 Equity Shares have been extinguished on 9th April 2012. The paid up capital as on 31st March, 2012 has been reduced accordingly.

The above offer for Buy-back of Equity Shares will remain open till 8th January 2013 or the date by which the buy-back of maximum offer equity shares (1600000) is completed, whichever is earlier.

4. Application to Reserve Bank of India(RBI) for issue of Certificate of Registration ( CoR ) to carry on the business of NBFC

The Company has made an application for certificate of registration (CoR) for commencement of NBFC business, approval of the same is pending with the RBI.

5. Management Discussions and Analysis Report

Management Discussion and Analysis Report as required under the Clause 49 of the Listing Agreement is annexed to and forming part of the Directors' Report.

6. Dividend

Your Directors are pleased to recommend a dividend of 15 % (Rs.1.50 per equity share) for the financial year ended 31st March, 2012. The total amount of dividend for the year ended 31st March, 2012 is Rs.292.32 lacs. The tax on distributed profits payable by the Company would amount to Rs. 47.42 lacs.

7. Directors:

In accordance with the Articles of Association of the Company, Shri Pratap Merchant and Shri Rohit Kothari, directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The information required to be furnished under clause 49 IV (G) of the Listing Agreement is given in the Notice of the Twenty Eighth Annual General Meeting.

There are no other changes in the Composition of the Board of Director of the Company.

8. Director's Responsibility Statement

Pursuant to Section 217(2AA) of Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any.

ii) the Directors have 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 as at 31st March 2012 and of the profit of the Company.

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the attached Statement of Accounts for the year ended 31st March 2012 on a 'going concern' basis.

9. Auditors and Auditors Report:

M/s. Sarda & Pareek, Chartered Accountants were appointed as the Statutory Auditors of your Company at the last annual general meeting to hold office till the conclusion of the next Annual General Meeting. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. Your directors recommend for their re-appointment and to fix their remuneration.

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

10. Consolidated Financial Statements:

In accordance with the Accounting Standard AS - 21 of the Companies (Accounting Standards) Rules, 2006 and pursuant to the Listing Agreement with the Stock Exchanges, the audited Consolidated Financial Statements form part of this Annual Report.

11. Subsidiary Companies:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Statement and other documents of the following subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The consolidated annual accounts of the company and its subsidiaries will also be kept open for inspection at the registered office of the company.

a. Gwalior Chemicals bvba:

After the sale of Chemical Business of the Company, Gwalior Chemicals Bvba, Foreign Subsidiary had no business activities since September 2009 and as a cost cutting measure it has been decided to dissolve this foreign subsidiary as per Belgium Companies Code.

This subsidiary has incurred a loss of Rs.Euro 5285.90 in the current year as against loss of Euro 10950.88 incurred in last year.

b. GCIL Finance Limited:

This 100% Subsidiary of the Company has generated profit after tax of Rs. 238.23 Lacs in the current year as against Rs. 282.66 Lacs during the previous year.

c. GeeCee Logistics and Distributions Private Limited:

This 100% Subsidiary of the Company has generated profit after tax of Rs.25.98 Lacs in the current year as against Rs.11.20 Lacs during previous year

d. GeeCee Business Private Limited:

This 63 % Subsidiary of the Company has incurred a Net Loss after Tax for the year of Rs. 24.08 lacs as against a loss of Rs. 24.43 lacs incurred during the previous period.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is given in Annexure - A to the report.

12. Insurance

The Company's assets at Ankleshwar - Gujarat and wind mills at Rajasthan, continued to be adequately insured against the risk of Fire, Riot, Earthquake, etc. The major insurance policies renewed by the Company during the year and sum insured are as follows: -

Policy Particulars Sum Insured (Rs in Lacs)

Standard Fire and Special Perils Policies 1005.55

Machinery Breakdown Policies 202.55

Group Personal Accident Policy for Employees 245.60

Wind Mills at Rajasthan 2997.00

13. Fixed Deposits

The Company has not accepted or renewed any fixed deposit from the public during the year under review.

14. Personnel

Personnel relations with all employees and workers remained cordial and harmonious throughout the year. Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

15. Particulars of employees

In terms of the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A] Conservation of Energy and Technology Absorption:

The Company is not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo:

(Rs. In Lacs)

PARTICULARS 2011-2012 2010-2011

Foreign Exchange Earnings Nil Nil

Foreign Exchange Outgo 30.01 177.95

17. Corporate Governance

The Company has taken requisite steps to comply with the recommendations concerning the Corporate Governance. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

A Separate report on Corporate Governance forms part of this Annual Report.

18. Acknowledgement

Your Directors express their sincere thanks to the Financial Institutions, Bankers, Stock Exchanges, regulatory agencies, Central and State Government Authorities, Customers, Suppliers and other business associates for their continued cooperation and patronage. The Company is thankful to the shareholders for reposing trust in the Company and their unflinching enthusiasm and patronage. We are fully appreciative of the contribution made by the employees at all levels for the continued growth and performance by the Company.

On behalf of the Board of Directors

Ashwin Kumar Kothari

CHAIRMAN

Date: 30th May, 2012

Place: Mumbai

---

Mar 31, 2011

Dear Shareholders,

The Directors have great pleasure in presenting their Twenty Seventh Annual Report together with the Audited Accounts for the fnancial year ended 31st March 2011

1. Financial Results

(Rs. in Lacs)

Particulars Current year Previous year

Sales 388.64 13785.42

Other Income 1386.18 729.08

Increase / Decrease in Stock – 147.64

Total Income 1774.82 14662.14

Gross Proft before Interest & Depreciation 897.64 2040.79

Less: Interest – 465.37

Gross Proft before Depreciation 897.64 1575.42

Less: Depreciation 215.50 555.81

Proft for the year before Taxation 682.14 1019.61

Less: Provision for Current Tax – 34.91

Less: Short Tax Liability of earlier years 1.35 –

Less: Provision for Deferred Tax (118.09) 217.01

Net Proft before Prior Period Items & Exceptional Items 798.89 767.69

Prior Period Items (55.47) –

Proft on Slump Sale net of Tax – 9838.98

Provision for Impairment of Fixed Assets – (590.08)

Net Proft after Prior Period Items and Exceptional items 743.42 10016.59

Add: Balance brought forward from previous year 7701.70 3045.89

Amount available for appropriation 8445.12 13062.48

APPROPROPRIATION

i) Transfer to General Reserve 100.00 5000.00

ii) Final Dividend [proposed] 309.40 309.40

iii) Corporate Tax on Dividend 50.19 51.39

iv) Balance carried to Balance sheet 7985.52 7701.70

Total 8445.12 13062.48

EPS (Basic& Dilute per share of face value of Rs 10) 3.60 40.59

2. Financial Performance

During the year under review, your Company has earned a total income of Rs. 1774.82 lacs.

The performance of the fnancial year under review is not comparable with that of the previous year because of the transfer of businesson slump sale basis w.e.f. 1st September, 2009.

For the fnancial year under review, your Company has achieved a proft after tax of Rs. 743.42 lacs.

3. Buyback of Shares:

The Company has completed Buy - back of 40,50,000 Shares of Rs. 10/- each at the price of Rs. 120/- each per share on 11th May, 2010. The total consideration of the Buy-back was Rs. 48.60 Crores. The Share Capital of the Company after Buy - back of shares has been reduced from Rs. 24,67,65,430/- to Rs. 20,62,65,430/-

4. Application to RBI for certifcate of registration to carry on the business of NBFC:

The Company has made an application to the Reserve Bank of India for certifcate of registration (C0R) approval to carry on the business of NBFC, approval of the same is pending with the Reserve Bank of India, the Board of Directors in their meeting held on 26th May, 2011 has proposed the alteration of main object of the Company to add NBFC business in addition to the main objects already existing in the Memorandum of Association of the Company.

5. Alteration of the Main Object clause of the Memorandum of Association:

The main objects of your Company are Chemical Manufacturing / Trading and Power Business. Your Company proposes to commence / carry on the business of a non-banking fnancial institution (NBFC), subject to the approval of the Reserve Bank of India (RBI) in addition to the existing main object of the Company. Your directors have vast experience in the business of fnance and are confdent of best utilizing the funds of the Company in order to maximize the value of the shareholders. Pursuant to the provisions of Section 16, 17 read with Section 192A of the Companies Act, 1956, alteration in the Objects Clause of the Memorandum of Association requires approval of the Members by way of Special Resolution through Postal Ballot. Your directors have approved the Notice and the same is being sent to the members of the Company.

6. Management Discussions and Analysis Report

A Management Discussion and Analysis Report as required under the Clause 49 of the Listing Agreement is annexed to and forming part of the Directors' Report.

7. Dividend

Your Directors are pleased to recommend a dividend of 15% (Rs. 1.50 per share) for the fnancial year ended 31st March 2011 same as in the previous year of 15% (Rs. 1.50 per Share). The total amount of dividend for the year ended 31st March 2011 is Rs.309.40 Lacs. The tax on distributed profts, payable by the Company would amount to Rs. 50.19 Lacs.

8. Directors

In accordance with the Articles of Association of the Company, Shri V. P. Biyani and Shri Rakesh Khanna directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The information required to be furnished under clause 49 IV (G) of the Listing Agreement is given in the Notice of the Twenty Seventh Annual General Meeting.

There are no other changes in the Composition of the Board of Director of the Company.

9. Director's Responsibility Statement

Pursuant to Section 217(2AA) of Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confrmed that:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any.

ii) the Directors have 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 fnancial year as at 31st March, 2011 and of the proft of the Company for that.

iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the attached Statement of Accounts for the year ended 31st March 2011 on a ‘going concern' basis.

10. Appointment of the Statutory Auditors:

M/s Sarda & Pareek, Chartered Accountants were appointed as the statutory auditors of your Company at the last annual general meeting to hold offce till the conclusion of the next annual general meeting. The Company has received a certifcate from the statutory auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. Your directors recommend for their re-appointment and to fx their remuneration.

11. Consolidated Financial Statements:

In accordance with the Accounting Standard AS – 21 of the Companies (Accounting Standards) Rules, 2006 and pursuant to the Listing Agreement with the Stock Exchanges, the audited Consolidated Financial Statements form part of this Annual Report.

12. Subsidiary Companies:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Proft and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Offce of the Company. The Consolidated Financial Statements presented by the Company including the fnancial results of its subsidiary companies.

Gwalior Chemicals bvba

Your Company had incorporated a wholly owned foreign subsidiary Company in the name of Gwalior Chemicals bvba in March, 2005 under the laws of the Belgium with an objective of carrying on the business of selling products manufactured by your Company in the European Markets. There were no business in this subsidiary as the Parent Company was not having any manufacturing activity in the year ended 31st March, 2011.

GCIL Finance Limited

Your Company has also incorporated a wholly owned Indian NBFC Subsidiary in the name of GCIL Finance Limited in February,2008 . It has generated proft after tax of Rs. 282.66 Lacs as against Rs. 69.39 Lacs during the previous year.

GeeCee Logistics and Distributions Private Limited

Your Company has also incorporated a wholly owned Indian Subsidiary in the name of GCV Trading Private Limited with the objective of doing trading business with effect from 18th January, 2010. Looking for the opportunities in the logistics, this subsidiary have vide their special resolution passed in their Extra Ordinary General Meeting held on 20th April, 2011 added new main object of logistics in addition to the trading object and accordingly the name of the subsidiary has been changed to GeeCee Logistics and Distributions Private Limited. It has generated proft after tax of Rs. 11.20 Lacs for the period ended 31st March, 2011.

GeeCee Business Private Limited

During the year, your Company has subscribed and allotted on 26th March, 2011 26,460 equity shares of GeeCee Business Private Limited (formerly known as Ananya Online IT Designs Private Limited), which is 63% of the paid up capial of GeeCee Business Private Limited, with this acquisition of 63 % shareholding, GeeCee Business Private Ltd has became subsidiary of your Company. This subsidiary company has incurred a Net Loss after Tax for the year to Rs. 24.43 lacs as against Rs. 29.18 lacs loss incurred during the previous year.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is given in Annexure – A to the report.

13. Insurance

The Company's assets at Ankleshwar – Gujarat and Wind Turbine Generators at Rajasthan, continued to be adequately insured against the risk of Fire, Riot, Earthquake, etc. The major insurance policies renewed by the Company during the year and sum insured are as follows: -

Policy Particulars Sum Insured (Rs in Lacs)

Standard Fire and Special Perils Policies 1038.00

Machinery Breakdown Policies 202.55

Group Personal Accident Policy for Employees 239.80

Wind Turbine Generators at Rajasthan 2588.00

14. Fixed Deposits

The Company has not accepted or renewed any fxed deposit from the public during the year under review.

15. Personnel

Personal relations with all employees and workers remained cordial and harmonious throughout the year. Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

16. Particulars of employees

In terms of the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered offce of the Company.

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are set out in Form A attached to this Directors' Report. The Company has transferred its Business w.e.f. 01st September, 2009 and hence the maximum disclosures as required in accordance with Section 217 (1) (e) and the rules thereof shall not apply.

18. Corporate Governance

The Company has taken requisite steps to comply with the recommendations concerning the Corporate Governance. A Certifcate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

A Separate report on Corporate Governance forms part of this Annual Report.

19. Acknowledgement

Your Directors express their sincere thanks to the Financial Institutions, Bankers, Stock Exchanges, regulatory agencies, Central and State Government Authorities, Customers, Suppliers and other business associates for their continued cooperation and patronage. The Company is thankful to the shareholders for reposing trust in the Company and their unfinching enthusiasm and patronage. We are fully appreciative of the contribution made by the employees at all levels for the continued growth and performance by the Company.

On behalf of the Board of Directors

Harisingh Shyamsukha

Whole Time Director

V. P. Biyani

Whole Time Director

Date: 26th May, 2011 Place: Mumbai

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Mar 31, 2010

The Directors have great pleasure in presenting their Twenty Sixth Annual Report together with the Audited Accounts for the financial year ended 31st March 2010

1. Financial Results

(Rs. in Lacs)

Particulars Current year Previous year

Sales 13785.42 40169.15

Other Income 729.08 585.57

Increase /Decrease in Stock 147.64 (247.07)

Total Income 14662.14 40507.65

Gross Profit before Interest & Depreciation 2040.79 6196.07

Less: Interest 465.37 956.27

Gross Profit before Depreciation 1575.42 5239.80

Less: Depreciation 555.81 1056.37

Profit for the year before Taxation 1019.61 4183.43

Less: Provision for Current Tax 34.91 751.66

Less: Provision for Deferred Tax 217.01 389.81

Less: Provision for FBT 00.00 15.09

Net Profit before Prior Period Items & Exceptional Items 767.69 3026.88

Prior Period Items 00.00 57.86

Exceptional Items 00.00 198.86

Profit on Slump Sale net of Tax 9838.98 00.00

Provision for Impairment of Fixed Assets (590.08) 00.00

Net Profit after Prior Period Items and Exceptional items 10016.59 2770.16

Add: Balance brought forward from previous year 3045.89 2122.18

Amount available for appropriation 13062.48 4892.33

APPROPROPRIATION

i) Transfer to General Reserve 5000.00 1500.00

ii) Final Dividend [proposed] 309.40 296.12

iii) Corporate Tax on Dividend 51.39 50.33

iv) Balance carried to Balance sheet 7701.70 3045.89

TOTAL 13062.48 4892.33

EPS (Basic& Dilute per share of face value of Rs 10) 40.59 11.23

2. Transfer of Business:

Your Company had transferred the Chemical Business at Nagda, Madhya Pradesh and Wind Mill Business at Maharashtra to LANXESS India Private Limited with effect from 01st September, 2009 on a slump sale basis. As a result of this transfer there has been reduction in the operating results of the Company. Due to this reason the previous years figure are not comparable.

3. Financial Performance

During the year under review, your Company has earned a total income of Rs. 14662.14 Lacs as compared to Rs. 40507.65 Lacs of the previous year.

For the financial year under review, your Company achieved a profit before tax and extraordinary item of Rs. 1019.61 Lacs, the profit from slump sale was Rs. 9838.98 Lacs (net of tax) and the profit after tax for the financial year under review was Rs. 10016.59 Lacs.

4. Management Discussions and Analysis Report

A Management Discussion and Analysis Report as required under the Clause 49 of the Listing Agreement is annexed to and forming part of the Directors’ Report.

5. Dividend

Your Directors are pleased to recommend a dividend of 15% (Rs. 1.50 per share) for the financial year ended 31st March 2010 as compared to previous year of 12% (Rs. 1.20 per Share). The total amount of dividend for the year ended 31st March 2010 is Rs.309.40 Lacs. The tax on distributed profits, payable by the Company would amount to Rs. 51.39 Lacs.

6. Directors

In accordance with the Articles of Association of the Company, Shri Milan Mehta and Shri Suresh Tapuriah directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The information required to be furnished under clause 49 IV (G) of the Listing Agreement is given in the Notice of the Twenty Sixth Annual General Meeting.

Shri. K. N. Luhariwala - Executive Director and Shri. B. P. Kejariwal - Independent Director of the Company has given their resignation in the Board Meeting dated 09th August, 2010 and has been accepted by the Board of Directors of the Company.

There are no other changes in the Composition of the Board of Director of the Company.

7. Director’s Responsibility Statement

Pursuant to Section 217(2AA) of Companies Act, 1956, your Directors confirm the following:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any.

ii) the Directors have 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 of the Company for that.

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the attached Statement of Accounts for the year ended 31 st March 2010 on a ‘going concern’ basis.

8. Appointment of the Statutory Auditors:

M/s Sarda & Pareek, Chartered Accountants were appointed as the statutory auditors of your Company at the last annual general meeting to hold office till the conclusion of the next annual general meeting. The Company has received a certificate from the statutory auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. Your directors recommend for their re-appointment and to fix their remuneration.

9. Subsidiary Company:

Your Company had incorporated a wholly owned foreign subsidiary Company in the name of Gwalior Chemicals bvba in March, 2005 under the laws of the Belgium with an objective of carrying on the business of selling products manufactured by our Company in the European Markets. The Annual Accounts of the said Company are annexed to and forming part of this report.

Your Company has also incorporated a wholly owned foreign Subsidiary Company in the name of Gwalior Chemicals LLC in May, 2008 under the law of the United State of America, with the objective of carrying on business of selling products manufactured by our Company in the American Markets, being no business done and no plans for future doing any business in this subsidiary, the Company decided to close down this subsidiary, and the same was closed with effect from 04th January, 2010.

Your Company has also incorporated a wholly owned Indian NBFC Subsidiary in the name of GCIL Finance Limited with the initial paid up capital of 250 Lacs. The Annual Accounts of the said Company are annexed to and forming part of this Report.

Your Company has incorporated a wholly owned Indian Subsidiary in the name of GCV Trading Private Limited for trading of goods in India and outside India, business in this Company started after 01st April, 2010 and hence Annual Accounts shall not form part of this report.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is given in Annexure - A to the report.

10. Insurance

The Company’s assets at Ankleshwar - Gujarat, continued to be adequately insured against the risk of Fire, Riot, Earthquake, etc. The major insurance policies renewed by the Company during the year and sum insured are as follows: -

Policy Particulars Sum Insured

(Rs in Lacs)

Standard Fire and Special Perils Policies 1038.00

Machinery Breakdown Policies 202.55

Group Personal Accident Policy for Employees 410.10

11. Fixed Deposits

The Company has not accepted or renewed any fixed deposit from the public during the year under review.

12. Personnel

Personal relations with all employees and workers remained cordial and harmonious throughout the year. Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

13. Particulars of employees

Particulars of employees who are in receipt of remuneration prescribed under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended, are enclosed as Annexure - B to the Report.

14. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are set out in Form A attached to this Directors’ Report, the Company has transferred its Business w.e.f 01st September, 2009 and hence there is a reduction in the power consumption.

15. Corporate Governance

The Company has taken requisite steps to comply with the recommendations concerning the Corporate Governance. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

A Separate report on Corporate Governance forms part of this Annual Report.

16. Acknowledgement

Your Directors express their sincere thanks to the Financial Institutions, Bankers, Stock Exchanges, regulatory agencies, Central and State Government Authorities particularly in Madhya Pradesh, Maharashtra, Customers, Suppliers and other business associates for their continued cooperation and patronage. The Company is thankful to the shareholders for reposing trust in the Company and their unfl inching enthusiasm and patronage. We are fully appreciative of the contribution made by the employees at all levels for the continued growth and performance by the Company.

On behalf of the Board of Directors



Harisingh Shyamsukha

Executive Director



Date: 9th August, 2010 V. P. Biyani

Place: Mumbai Executive Director