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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of GPT Infraprojects Ltd.

Mar 31, 2025

Your Directors are pleased to present herewith the 45^th Annual Report of the Company and the Audited Financial Statements for the financial year ended March 31, 2025. The PDF version of the Report is also available on the Company''s website https://gptinfra.in/financials/#Annual Reports

1. FINANCIAL SUMMARY

The Company''s financial performance (standalone and consolidated) for the year ended March 31,2025 is summarised below:

H in Lakh except per share data (H1 lakh equals H100,000)
Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	1,15,926.49	99,614.68	1,18,807.14	1,01,828.38
Total Revenue	1,17,429.61	1,00,983.64	1,19,429.76	1,02,488.30
Earnings before Interest, Tax, Depreciation and	15,646.33	12,792.00	141,74.99	12,764.49
Amortization (EBITDA)
Less: Finance Cost	2,481.23	3,190.63	2,587.90	32,272.50
Less: Depreciation & Amortization	1,570.28	1,409.47	1,757.84	1,580.42
Add: Share of profit of joint venture	-	-	(91.72)	(88.00)
Profit Before Tax	11,594.82	8,191.90	9,737.53	7,823.57
Less: Tax expenses	2,742.66	2,117.63	2,336.31	2,259.93
Profit After Tax for the year	8,852.16	6,074.27	7,401.22	5,563.64
Add. Other comprehensive income	(18.70)	(20.23)	64.35	(1,188.44)
Total comprehensive income for the year	8,833.46	6,054.04	7,465.57	4,375.20
Net Profit/loss attributable to Non- Controlling Interest	-	-	(605.61)	(220.75)
Net Profit attributable to Owners of the Company	8,833.46	6,054.04	8,006.83	5,784.39
Dividend on equity shares	3,109.01	2,036.02	3,109.01	2,036.02
Earnings Per Share Basic & Diluted	7.24	10.44	6.55	9.94

2. PERFORMANCE FOR THE FINANCIAL YEAR 2024-25

During the financial year ended March 31, 2025 the financial

performance of the Company are as under:

Standalone

> Revenue from operations for the year was H1,15,926.49 lakh in comparison to previous year Revenue from operations of H99,614.68 lakh, representing a growth of 16.37%.

> EBITDA for the year was H15,646.33 lakh in comparison to previous year EBITDA of H12,792.00 lakh, registering a growth of 22.31%

> PAT for the year was H8,852.16 lakh in comparison to previous year PAT of H6,074.27 lakh, registering a significant growth of 45.73%, on account of operating leverage and reduction in finance costs.

Consolidated

> Revenue for the year was H1,19,429.76 lakh in comparison to previous year revenue of H1,02,488.30 lakh, registering a growth of 16.53%

> EBITDA for the year was H14,174.99 lakh in comparison to previous year EBITDA of H12,764.49 lakh, registering a growth of 11.05%

> Net profit attributable to the owners of the Company for the year was H8,006.83 lakh in comparison to the previous year figure of H5,784.39 lakh, registering a growth of 38.42% on account of significant reduction in finance costs and increased operations.

In terms of all the financial parameters i.e., Revenue, EBITDA and Profit After Tax, the year under review was the highest ever in the history of the Company. The year also marked

a significant reduction in the outstanding debt of the Company, which led to a strong and resilient Balance Sheet.

3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT

Other than stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

4. STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

The Company''s business of civil construction and infrastructure development along with manufacture of concrete sleepers is growing smoothly in the infrastructure industry. The Company''s contracts from Railway authorities will ensure moderate utilization of its resources in the coming years. Further, subsidiaries and associates of your company is performing well with procurement of new orders from their respective customers. The Company''s facility at Ghana is approved for commercial production. The company''s detailed state of Company''s affair and future outlook is also discussed in the Management Discussion & Analysis Report forming part of this Annual Report.

5. SHARE CAPITAL

During the year under review, following changes were made in the Share Capital Structure of the Company:

a. INCREASE IN THE AUTHORIZED SHARE CAPITAL

During the year under review, Authorised Share Capital of the Company was increased from H6,000 lakh (Rupees Sixty crore only) divided into 6,00,00,000 equity shares of face value of H10 each to H13,000 lakh (Rupees One hundred and thirty crore only) divided into 13,00,00,000 equity shares of face value of H10 each.

b. BONUS ISSUE

During the year under review, the Company allotted bonus shares in the ratio of 1:1 i.e., 1 (One) Bonus share for every 1 (One) equity share held of face value H10 each fully paid up to those shareholders whose name appeared on the registers of members as on the record date. The Company allotted 5,81,72,000 equity shares as Bonus Shares in the proportion of 1:1 on July 5, 2024 which were subsequently admitted for listing in Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) w.e.f. July 15, 2024.

c. QUALIFIED INSTITUTIONS PLACEMENT (QIP)

During the year under review, the Company approved for raising of funds for an amount upto H175 Crore through issue of equity shares and/or equity linked securities by way of Qualified Institutions Placement ("QIPâ) in one or more tranches.

The QIP of H175 Crore was successfully completed on August 29, 2024 by placement of 1,00,20,600 shares to eligible shareholders viz. Pinebridge, Bandhan Mutual Fund, Kotak Mahindra Life Insurance and others at a net price of H174.64.

The Directors wish to express their thanks to the bankers, Joint Statutory Auditors of the Company, MUFG India Intime Private Limited (Formerly Link Intime India Private Limited) the Registrar, Motilal Oswal Investment Advisors Limited, Book Running Lead Manager (BRLM), legal counsels, Crawford Bayleys & Co to Indian Law and Hogan Lovells Lee & Lee to the BRLM for the said issue including intermediaries and the regulatory authorities viz. SEBI, ROC, Stock Exchanges (NSE and BSE), GOI, RBI for their expeditious approval resulting in the smooth completion of the said QIP. The Directors further express its sincere gratitude to the investors who reposed their faith in the business of the Company.

As on March 31, 2025 the Authorised Share Capital of the Company was H1,30,00,00,000 divided into 13,00,00,000 Equity Shares of face value H10 each and the Paid-up Capital was H1,26,36,46,000 divided into 12,63,64,600 Equity Shares of face value H10 each.

6.	DIVIDEND
The Board of Directors are pleased to declare total dividend for the financial year 2024-25 of H3.00 per equity share i.e. 30% of face value, in the following manner:
	Particulars	Dividend Per Share of K10 each	Date of declaration of Dividend	Cash outflow (K in Lakh)
1^st Interim Dividend		H1.00 (10%)	November 12, 2024	1263.646
2^nd Interim Dividend		H1.00 (10%)	February 4, 2025	1263.646
Final Dividend		H1.00 (10%)	May 16, 2025 *	1263.646
Total		K3.00 (30%)		3,790.938
* subject to approval of shareholders in forthcoming Annual General Meeting

The aggregate dividend for the year 2024-25 is H3 per share i.e. 30% and total payout will be H3,790.938 lakh.

The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy and the same is available on the Company''s website at https://gptinfra.in/share-holder-information/#corporate policies

7. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves during the financial year ended March 31,2025.

8. DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

9. CHANGE IN THE NATURE OF THE BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

10. SEGMENT PERFORMANCE

a. INFRASTRUCTURE BUSINESS

During the financial year 2024-25, this segment recorded standalone as well as consolidated revenue of H1,09,533.89 lakh in comparison to H92,037.56 lakh for the previous year.

During the year under review, the Company received its major contracts from railway authorities, the Company bagged a contract amounting to H547 Crore for construction of Six Lane Elevated Kona Expressway in the State of West Bengal on EPC mode from Rail Vikas Nigam Limited. The company successfully secured two contracts amounting to H204 Crore and H481 Crore respectively for the construction of major bridges from South Eastern Railway, Kolkata. Thus, contracts from Railway authorities of West Bengal ensured the Company maintains its strong position of fastest growing Company In the field of infrastructure.

b. CONCRETE SLEEPER BUSINESS

During the financial year 2024-25, this segment recorded total revenue of H6,519.70 lakh and H15,026.15 lakh in comparison to H7,588.37 lakh and H14,425.03 lakh in the previous year for standalone and consolidated respectively.

The manufacturing facilities at Panagarh continue to perform well and have sufficient orders for the next fiscal year as well from the Railways. In addition, the Company''s subsidiaries and associates have procured new orders from the respective customers in South Africa and Namibia during the year under review, which will ensure the factories continue to have moderate utilization levels for the coming year. The facility at Ghana is approved for commercial production and is awaiting final clearances from the local Railways to start commercial production.

The unexecuted order book for the Company as on April 01, 2025 was H3,343.69 crore with new orders inflows of H1,574 crore for both the segments combined.

11. CREDIT RATING

During the year, the long term and short term credit facilities were upgraded by CRISIL Ratings Limited to CRISIL A/Stable from CRISIL A-/Stable for long term instruments and CRISIL A1 from CRISIL A2 for short term instruments, thus evidencing the strong balance sheet and cash flow of the Company. This was the second rating upgrade for the Company during the calendar year 2025.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one Indian subsidiary i.e. Jogbani Highway Private Limited and three foreign subsidiaries namely GPT Concrete Products South Africa (Pty) Limited, South Africa, GPT Investments Private Limited, Mauritius and RMS GPT Ghana Limited, Ghana.

A statement providing salient features of the financial statements of subsidiaries and an associate company in the prescribed format AOC-1 is attached as Annexure-1 hereto and forms part of this Report. The Company has a policy for determining material subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations, as amended from time to time. The policy may be accessed on the Company''s website at the link: https://gptinfra. in/share-holder-information/#corporate policies.

13. CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129(3) of the Companies Act, 2013 ("Actâ), the consolidated financial statements of the Company and its subsidiaries, associate and joint ventures have been prepared in accordance with the Indian Accounting Standard and as per Companies (Indian Accounting Standards) Rules, 2015, notified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 which forms part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement providing details of performance and salient features of the financial statements of the Company''s subsidiaries and associate in Form AOC-1 is annexed with the Board Report.

The Annual Report of the Company, containing therein its standalone and the consolidated financial statements are available on the website of the Company, https://gptinfra.in/ financials/#Annual Report. Further, the financial statements along with audit reports of the subsidiaries are available for inspection online by the Members at the Registered Office of the Company during working days between 11:00 A.M. and 1:00 P.M. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

14. DIRECTORâS RESPONSIBILITY STATEMENT

a) Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and belief, states that in the preparation of the annual accounts for the year ended March 31, 2025, Indian Accounting Standards read with requirements set out

under Schedule III to the Act, had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a âgoing concern'' basis;

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

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

15. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In terms of Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate issued by one of the statutory auditor of the Company, confirming compliance with the requirements of Corporate Governance, forms a part of the Annual Report. In order to evidence highest corporate governance standards, the Audit Committee and Nomination and Remuneration Committee consists entirely of independent directors.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required by Regulation 34(2)(e) read with Schedule V of the Listing Regulations capturing your Company''s performance, industry trends and other material changes with respect to your Company is annexed to this Annual Report. The Report provides a consolidated perspective of economic, social and environmental aspects material to our strategy and our ability to create and sustain value to our key stakeholders and includes aspects of reporting as required by Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

17. BUSINESS RISK MANAGEMENT

Pursuant to the Regulation 21 of the Listing Regulations, the Company is not required to constitute a Risk Management Committee. The Company has however laid down procedures to inform Board members about the risk assessment and minimization procedures. The Company''s management systems, organizational structures, processes, standards, code of conduct, internal control and internal audit methodologies and processes that governs as to how the Company conducts its business and manages associated risks. The Company also has in place a Risk Management Policy to identify and assess the key risk areas. The Members of the Audit Committee monitors and reviews the implementation of various aspects of the Risk Management Policy. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. The Company has also adopted Risk Assessment, Minimization and Control Procedures. At present no particular risk whose adverse impact may threaten the existence of the Company is visualized.

18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at https://gptinfra.in/share-holder-information/#corporate policies. 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 are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and at Arm''s Length basis. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value, and terms and conditions of the transactions and also filed with the Stock Exchanges bi-annually.

All the contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm''s length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on Materiality of Related Party Transactions. Since there are no material Related Party Transactions and all the transactions with related parties are at arm''s length and in the ordinary course of business, no transactions are required to be reported in Form AOC - 2.

The Company has made full disclosure of transactions with the related parties as set out in relevant Note of Standalone Financial Statement, forming part of the Annual Report. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the financial year 2024-25, the Company has spent above two percent of the average net profits of the Company during the three immediately preceding financial years.

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure-2 hereto and forms part of this Report.

Details of composition of CSR Committee and other relevant details have been provided in the Corporate Governance Report, which forms part of this Annual Report.

20. INTERNAL CONTROLS/ INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company''s internal controls commensurate with the nature of its business and the size of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, executing transactions with proper authorization and ensuring compliance with corporate policies.

The Company has in all material respects, adequate internal financial controls with reference to financial statements and same was operating effectively as at March 31, 2025. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. Internal Audit is carried out in accordance with auditing standards to review design and effectiveness of internal control system & procedures to manage risks, operation of monitoring control, compliance with relevant policies & procedure recommendation for inprovement in processes and procedure along with the Report is placed in the Audit Committee.

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time notified under Section 133 of Companies Act, 2013, (the âAct'') and other relevant provisions of the Act. The Company maintains all its records in ERP system (SAP) and the work flow and approvals are routed through the ERP system (SAP) and the audit trail has been enabled throughout the year in the ERP system.

The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the adequacy & effectiveness of internal audit systems and monitors implementation of internal audit recommendations including those relating to strengthening of company''s risk management policies & systems.

The Statutory Auditors have also commented on their independent testing of the software used by the Company for its operations including audit trail, access control, change management, backup and cyber security and found the same to be satisfactory. The Statutory Auditors have issued an unmodified opinion on the internal controls of the Company for the quarter and year ended March 31, 2025.

21. CEO & CFO CERTIFICATION

Pursuant to Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is annexed to this Annual Report.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Dwarika Prasad Tantia,

Chairman, Non Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment. The Board recommends his re-appointment.

(ii) As on March 31, 2025, Mr. Shree Gopal Tantia, Managing Director; Mr. Atul Tantia, Executive Director & CFO; Mr. Vaibhav Tantia, Director & COO; Mr. Amrit Jyoti Tantia, Director (Projects) and Mrs. Sonam Lakhotia, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force).

(iii) Change in Directorate:

Appointment:

The Board of Directors in their meeting held on May 17, 2024 have approved the appointment of following Directors based on the recommendation of the Nomination & Remuneration Committee which was further approved by the shareholders of the Company:

a. Mr. Amrit Jyoti Tantia as Whole-Time Director designated as Director (Projects) of the Company.

b. Mrs. Rashmi Bihani as Director (Non -Executive Woman Independent Director).

c. Mr. Aditya Kumar Mittal as Director (Non -Executive Independent Director).

d. Mr. Arun Kumar Dokania as Director (Non -Executive Independent Director).

Further on the recommendation of the Nomination & Remuneration Committee, Board of Directors of the Company in their meeting held on May 16, 2025 have approved the appointment of Mr. Hari Modi as an Additional Director (Non-Executive Independent Director) and recommended to the shareholders for regularizing his appointment from Additional Independent Director to Independent Director at the ensuing 45^th Annual General Meeting of the Company.

Cessation:

The Board of Directors at their meeting held on May 17, 2024 noted the cessation of Dr. (Mrs.) Mamta Binani and Mr. Sunil Ishwarlal Patwari, as Independent Directors of the Company w.e.f. May 28, 2024 consequent to completion of their second term of five consecutive years.

The Board of Directors and the management of the Company express their deep appreciation and gratitude for the valuable counsel rendered by Dr. (Mrs.) Mamta Binani and Mr. Sunil Ishwarlal Patwari during their association with the Company over the years.

During the year under review, Mrs. Sonam Lakhotia (Membership number A41358) was appointed as a Company Secretary & Compliance Officer of the Company w.e.f. January 15, 2025 in place of Mr. Mohit Arora who resigned from his office w.e.f. October 16, 2024.

23. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence, pursuant to Regulation 25 of the Listing Regulations. None of the Directors have been subjected to any disqualification under the Act.

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs.

Out of Five Independent Directors of the Company, three Independent Directors have passed the Online Proficiency SelfAssessment Test conducted by Indian Institute of Corporate Affair (IICA). Two Independent Directors were exempted by Indian Institute of Corporate Affair (IICA) from appearing in Online Proficiency Self-Assessment Test, as they have fulfilled the conditions for seeking exemption from appearing for the Online Proficiency Self-Assessment Test. In the Board''s opinion, the Independent Directors are person of high reputation, integrity and possess the relevant expertise and experience in their respective fields.

24. COMPLAINCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and during the year under review, your Company has complied with all the applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 issued by ICSI (as amended).

25. NUMBER OF MEETINGS OF THE BOARD

During the year 6 (Six) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of the Annual Report.

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors are fully kept informed of the Company''s business activities in all areas. A separate meeting of Independent Directors was held on February 4, 2025 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole and the performance of the Chairman of the Company, after considering the views of Executive Directors and NonExecutive Directors. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Independent Directors expressed their satisfaction on the working of the Company, Board deliberation and contribution of the Chairman and other Directors in the growth of the Company. All the Independent Directors were present at the meeting. Mr. Kashi Prasad Khandelwal is the Lead Independent Director of the Company

27. COMMITTEES OF BOARD OF DIRECTORS

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted various Board Committees to assist in discharging its responsibilities. The Board has adopted charters setting forth the roles and responsibilities of each of the Committees. The Board has constituted following Committees to deal with matters and monitor activities falling within the respective terms of reference:

a. MANDATORY COMMITTEES

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder''s Relationship Committee

iv. Corporate Social Responsibility Committee

b. NON-MANDATORY COMMITTEES

i. Executive Committee

Detailed composition of the above Committees, their terms of reference, number of meetings held, attendance therein and other related details are provided in the Corporate Governance Report forming part of the Annual Report. There has been no instance where the Board has not accepted the recommendations of its Committees.

28. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has devised a Policy for performance evaluation of Independent directors, Board Committees, the Chairman and other individual directors which includes criteria for performance evaluation of the non-executive directors and executive directors. On the basis of Policy approved by the Board for performance evaluation of Independent directors, Board Committees and other individual directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual directors. The Independent directors, in their separate meeting, evaluated the performance of NonIndependent directors, the Board as a whole, its Committees and that of the Chairperson of the Company, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Independent Directors have expressed satisfaction at the robustness of the evaluation process, the Board''s freedom to express its views on matters transacted at the Meetings and the openness and transparency with which the Management discusses various subject matters specified on the agenda of meetings. Parameters and process applied for carrying out the evaluation has been discussed in detail in the Corporate Governance Report.

Ongoing familiarization program aims to provide insights into the Company and the business environment to enable all the Independent Directors to be updated of newer challenges, risks and opportunities relevant in the Company''s context and to lend perspective to the strategic direction of the Company. The details of programs for familiarization of 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 and related matters are put up

on the website of the Company and can be accessed at the link: http://www.gptinfra.in/investors/corporate_policies.php.

29. NOMINATION AND REMUNERATION POLICY

The Company has a Board approved Remuneration Policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, containing criteria for determining qualifications, positive attributes and independence of a director.

Proviso to Section 178 (4) of the Companies Act, 2013 requires the Company to place its Remuneration policy on its website and disclose the salient features of such policy and changes therein, if any, along with the web address of the policy in the Board''s Report. Accordingly, the Remuneration Policy of the Company has been made available on the Company''s website at http:// www.gptinfra.in/investors/corporate_policies.php.

The Remuneration Policy of the Company is attached as Annexure-3 hereto and forms part of this Report.

30. PARTICULARS OF MANAGERIAL REMUNERATION

The statement required under Section 197 (12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-4, hereto and forms part of this Report. Your Director''s state that none of the Executive Directors of the Company receives any remuneration or commission from any of its Subsidiaries.

31. PARTICULARS OF EMPLOYEES

The Statement in respect of employees, as required under Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

None of the employees were receiving remuneration during the year in excess of that drawn by the Managing Director or Whole time Director/ Executive Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company. Also, no employee other than Non- Executive Chairman, Managing Director or Whole Time Director/ Executive Director have been paid remuneration of more than One crore and two lakh rupees per annum pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. HUMAN RESOURCES:

Your Company treats its team members as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. Your Company believes in the promotion of talent internally through job rotation and job enlargement and has skill upgradation plan with regular training of the employees.

33. LISTING WITH STOCK EXCHANGES

Your Company is presently listed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The details of trading, listing fees etc. are given in the Corporate Governance Report.

34. AUDITORS AND AUDITORâS REPORT

a. Statutory Auditor(s)

At the 44^th Annual General Meeting held on July 30, 2024, MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W) were re-appointed as the Joint Statutory Auditors of the Company for a period of 5 (five) consecutive years i.e. from the conclusion of the 44^th Annual General Meeting till the conclusion of 49^th Annual General Meeting of your Company to be held for the Financial Year 2028-29.

At the 43^rd Annual General Meeting held on July 27, 2023, Agarwal Lodha & Co, Chartered Accountants (Firm Registration No. 330395E) were appointed as the Joint Statutory Auditors of the Company for a period of 5 (five) consecutive years i.e. from the conclusion of the 43^rd Annual General Meeting till the conclusion of 48^th Annual General Meeting of your Company to be held for the Financial Year 2027-28.

b. Internal Auditor

During the period under review, Internal Auditor, RSM Astute Consulting Private Limited, Kolkata conducted the internal audit of the Company quarterly and submit their reports to the Audit Committee. The Internal Audit Reports for the financial year 2024-2025 have been reviewed by the Audit Committee from time to time. The Board of Directors, on the recommendation of the Audit Committee has appointed S S Kothari Mehta & Co. LLP as the Internal Auditor of the Company for the Financial Year 2025-26, as per the scope, functioning, periodicity and methodology for conducting the internal audit of the Company at a remuneration as per the engagement letters.

c. Cost Auditors

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Rules, 2014, the Company is required to maintain cost records and required to get its cost record audited by a Cost Accountants in whole time practice. In this regard the Board of Directors has re-appointed S.K. Sahu & Associates, Cost Accountants, (Membership No.28234) as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2025-26.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration as recommended by the Board shall be ratified by the Members. Accordingly, requisite resolution seeking ratification of remuneration payable to the Cost Auditors for the Financial Year 2025-26 is forming part of the notice convening the ensuing 45^thAnnual General Meeting of the Company.

Your Company has received consent from S.K. Sahu & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2025-26 along with a certificate confirming their independence and arm''s length relationship. The Company is maintaining the cost accounts and records in the manner as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

d. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board of your Company had earlier appointed Mr. Ashok Kumar Daga, Practicing Company Secretary (Certificate of Practice Number 2948), as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the year under review is attached as Annexure-5 hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his Report.

Further, pursuant to amended Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendation of Audit Committee approved & recommended for approval of Members, appointment of Mr. Ashok Kumar Daga, Practicing Company Secretary (Certificate of Practice Number 2948), having Peer Review Certificate No. 1550/2021 as a Secretarial Auditors of the Company for a period of 5 consecutive years, to hold office from April 01, 2025 upto March 31, 2030 (the term)to conduct the secretarial audit of the Company from financial year 2025-2026 to 2029-2030. Secretarial Auditors have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

Your Company has duly received the consent and peer review certificate from Mr. Ashok Kumar Daga, Practicing Company Secretary, to act as the Secretarial Auditor of the company for a period of 5 consecutive years and Annual Secretarial Compliance Auditor of the Company for the Financial Year 2025-26.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice issued for convening this AGM.

e. Auditorâs Report

The Auditors'' Report for financial year 2024-2025 on the financial statements forms part of this Annual Report. The Auditor''s Report does not contain any modifications, qualifications, reservation or adverse remark or disclaimer. Explanations or comments by the Board on emphasis of matters made by the statutory auditors in their report read with 34B and note no 33B forming part of the standalone and consolidated financial statements respectively, are self-explanatory and do not call for any further comments.

Further, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

36. UNPAID/UNCLAIMED DIVIDEND AND SHARES

Pursuant to Sections 124 and 125 of the Act read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016(âIEPF''), the Company has to transfer to the IEPF Authority(âIEPFA'') amount remaining unpaid or unclaimed for a period of 7 years from the date they became due for payment. During the current financial year 2024-25, an amount equal to H29,539 remained unclaimed and unpaid for a period of seven years along with the amount as specified above, 63 (Sixty three) number of shares (pre-bonus of 1:1) were transferred to Investor''s Education and Protection Fund (IEPF). The Company strongly recommends the shareholders to encash / claim their outstanding dividend amounts within the period from the Company''s RTA.

37. DISCLOSURES:

a. Whistle Blower Policy/ Vigil Mechanism

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing Regulations. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Chairman of the Audit Committee.

No whistle blower complaints had been received during the year under review. The Policy on vigil mechanism and whistle blower may be accessed on the Company''s website at the link: https://gptinfra.in/share-holder-information/#corporate policies.

b. Particulars of Loans given, Investments made, Guarantees given and Securities provided

The Company has disclosed the full particulars of the Loans given, Investments made or Guarantees given or Security provided as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Note 6, 8 and 44 forming part of standalone financial statement. The aggregate of Loan given, Investment made or Guarantees given or Security provided are within the limit as prescribed under Section 186 of the Companies Act, 2013.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure-6 hereto and forms part of this Report.

d. Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return in Form MGT-7 is available on Companies website and can be accessed at the link: https://gptinfra.in/share-holder-information/#Annual Return.

e. Prevention of Sexual Harassment at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Policy) and the Rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy. An Internal Complaints Committee is in place to redress complaints received on sexual harassment.

During the year under review, no complaints pertaining to sexual harassment has been received by the Company.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has also filed the Annual Report with the respective authorities.

38. OTHER DISCLOSURES

a. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors.

b. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

c. No application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code IBC, 2016.

d. There were no frauds reported by auditors under subsection (12) of Section 143 other than those which are reportable to the Central Government.

e. There was no revision in the financial statements.

f. Managing Director and Whole-time Director has not received any remuneration or commission from any of its subsidiaries.

g. There was no instance of one-time settlement with any Bank or Financial Institution.

h. During the year under review, the Company raised funds through Qualified institutions Placement (QIP) and the same has been utilized in full in the Financial Year 2024-25.

i. There was no variation in the projected and actual utilization of funds raised through Qualified institutions Placement (QIP).

39. ACKNOWLEDGEMENT

Your Director''s would like to express their sincere appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities, Regulatory Authorities, Registrar, Customers, Vendors, Suppliers, Contractors and Business Associates.

Your Directors are grateful to our investors, shareholders and communities in which the Company operates for the unwavering confidence, faith and trust in us and appreciates and values the dedicated efforts and commitment made by the employees, workmen and staff at all levels who work together as a team and ensures that the Company continues to grow and excel in its field.

Your Directors are also deeply grateful to our investors and shareholders for the unwavering confidence and faith in us. Your Directors also takes this opportunity to thank the communities your Company operates in, who have reposed their trust in us. Your Directors appreciates and values the efforts and commitment of the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance despite a challenging business environment.

Your Directors wish to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their valuable contribution by way of strategic guidance which helps your Company to take the right decisions in progressing towards its business goals.

Mar 31, 2024

The Directors are pleased to present the 44^th Annual Report of the Company and the Audited Financial Statements for the financial year ended March 31, 2024. The PDF version of the Report is also available on the Company''s website https://gptinfra.in/ financials/#AnnualReports.

1. FINANCIAL PERFORMANCE-2023-24

Rs. in Lakh, except per share data
Particulars	Standalone		Consolidated
Particulars	2023-24	2,022-23	2023-24	2,022-23
Revenue from Operations	99,614.68	79,001.83	1,01,828.38	80,914.55
Total Revenue	1,00,983.64	79,718.26	1,02,488.30	81,373.24
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	1 2,792.00	9,637.93	12,764.49	9,206.92
Less: Finance Cost	3,190.63	3,679.23	3,272.50	3,742.23
Depreciation & Amortization	1,409.47	1,307.29	1,580.42	1,868.62
Add: Share of profit of joint venture	-	-	(88.00)	124.09
Profit Before Tax	8,191.90	4,651.41	7,823.57	3,720.16
Less: Tax expenses	2,117.63	1,194.64	2,259.93	743.50
Profit After Tax for the year	6,074.27	3,456.77	5,563.64	2,976.66
Add. Other comprehensive income	(20.23)	1.38	(1,188.44)	(14.34)
Total comprehensive income for the year	6,054.04	3,458.15	4,375.20	2,962.32
Net Profit attributable to Non- Controlling Interest	-	-	(220.75)	(163.03)
Net Profit attributable to Owners of the Company	6,054.04	3,458.15	5,784.39	3,139.69
Dividend on equity shares	2,036.02	1,018.01	2,036.02	1,018.01
Earnings Per Share Basic & Diluted	10.44	5.94	9.94	5.40

2. COMPANY''S PERFORMANCE FOR FINANCIAL YEAR 2023-24

The financial year 2023-24 has been a milestone year in the performance of the Company, wherein the Company achieved revenues in excess of H 1,000 crores for the first time in its history, registering a growth in excess of 26% for the year.

On a consolidated basis, the revenue for the Company for the financial year 2023-24 was H 102,488.30 lakh, registering a growth of 26.0% as compared to the previous year revenue of H 81,373.24 lakh. The EBITDA for the year was H 12,764.49 lakh, registering a substantial growth of 38.64% as compared to previous year EBITDA of H 9,206.92 lakh. The Net profit attributable to the owners of the Company for the financial year 2023-24 was H 5,784.40 lakh in comparison to H 3,139.69 lakh for the previous year, registering a growth of 84.23% over the previous year.

On a standalone basis, the revenue for the Company for the year 2023-24 was H 100,983.64 lakh, registering a growth of 26.67% as compared to the previous year revenue of H 79,718.26 lakh. The EBITDA for the year was H 12,792.00 Lakh, registering a growth of 32.72% over the previous year EBITDA of H 9,637.93 lakh. The Profit After Tax was

H 6,074.27 Lakh in comparison to H 3456.77 lakh, a significant growth of 75.72% over the previous year, on account of operating leverage.

3. CHANGE IN SHARE CAPITAL

During the year under review, there was no change in the Share Capital of the Company.

As on March 31, 2024 the Authorised Share Capital of the Company is H 60,00,00,000 and the Paid-up Capital is H 58,17,20,000.

The Board of Directors in their meeting held on May 17, 2024 have recommended to the shareholders to increase the authorized capital to H 1,30,00,00,000 divided into 13,00,00,000 Equity Shares of face value H 10 each, subject to approval of shareholders in the postal ballot vide notice dated May 17, 2024.

Further the Board has also recommended allotment of Bonus Equity share in the ratio of 1(One) Bonus share for every 1 (One) Equity share held of face value H 10 each fully paid up, subject to approval of shareholders in the postal ballot vide notice dated May 17, 2024.

4. DIVIDEND

Based on the Company''s Dividend Distribution Policy and the Company''s performance, the Board of Directors are pleased to declare total dividend for the financial year 2023-24 of H 3.00 per equity share i.e. 30% of face value, in the following manner:

Particulars	Dividend Per Share of J 10 each	Date of declaration of Dividend	Cash outflow (J in lakh)
1^st Interim Dividend	H 1.00	November 8, 2023	581.72
2^nd Interim Dividend	H 1.00	January 30, 2024	581.72
3^rd Interim Dividend	H 1.00	May 17, 2024	581.72

Thus, the aggregate dividend for the year 2023-24 is H 3 per share i.e. 30% and total payout will be H 1,745.16 lakh.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve Account during the financial year ended March 31, 2024.

6. SEGMENT PERFORMANCE

a. INFRASTRUCTURE BUSINESS

During the financial year 2023-24, this segment contributed revenue of H 92,037.56 lakh against that of H 71,235.92 lakh for the previous year.

The Company''s subsidiaries and joint ventures have also settled 3 outstanding arbitration awards with various government customers under the Vivaad Se Vishwas Scheme - II (VSVS-II) of the Government of India, thus releasing lot of old outstanding cashflows. This has led to receipt of H 7,098 Lakh by the Company''s subsidiaries and joint ventures from the respective customers, which has been used by the Company largely to reduce bank borrowings.

b. CONCRETE SLEEPER BUSINESS

During the financial year 2023-24, this segment recorded total revenue of H 7,588.37 lakh and H 9,315.84 lakh in comparison with the previous year amounting to H 7,967.85 lakh and H 9,818.41 lakh for standalone and consolidated respectively. The Company has completed its contract for supply of concrete sleepers for the Eastern Dedicated Freight Corridor to GMR Infrastructure Limited and has also commissioned its concrete sleeper factory in Ghana.

The unexecuted order book as on April 01, 2024 is H 3,099 crores with order inflows of H 1,841 crores, which represents 3.02x financial year 2023-24 revenues, the highest order inflow for any financial year in the history of the Company. The Company also bagged its single largest order of H 739 crores from National Highway Authority of India for a bridge over Ganga in Prayagraj, thus evidencing its positioning as one of the key contractors in the segment.

7. CREDIT RATING

During the year, the long term and short term credit facilities were upgraded by CRISIL to CRISIL A- Stable ( "A" Minus, Outlook: Stable) for long term instruments and "A2 " for short term instruments on February 23, 2024, thus evidencing the strong balance sheet and cash flow of the Company.

8. SUBSIDIARIES AND ASSOCIATE COMPANIES

Subsequent to settlement of arbitration award in the subsidiary of the Company Jogbani Highway Private Limited, the Company has fully acquired the balance shareholding of the subsidiary from other shareholder on January 30, 2024, and consequently the subsidiary has now converted to a Wholly Owned Subsidiary of the Company.

GPT - TransNamib Concrete Sleepers (Pty) Limited, Namibia continues to be an Associate Company. Apart from that, no other Company''s subsidiaries or associate companies have become or ceased to be Company''s subsidiaries, or associate companies. A report on the performance and financial position of each of the subsidiaries and associate companies as per the Act is provided as an Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity. The Company has a policy for determining material subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations, as amended from time to time. The policy may be accessed on the Company''s website at the link: https://gptinfra.in/share-holder-information/#CorporatePolicies

9. CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129(3) of the Companies Act, 2013 ("Act"), the consolidated financial statements of these Company and its subsidiaries, associates and joint ventures, prepared in accordance with the relevant Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of this Annual Report. Pursuant to the provisions of the said section, a statement containing the salient features of the financial statements of the Company''s subsidiaries,

associates and joint ventures in Form AOC-1 is given in this Annual Report.

The Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, https://gptinfra.in/financials/#AnnualReportSubsidiaries. The Financial Statements along with audit reports of the subsidiaries are available for inspection online by the Members at the Registered Office of the Company during working days between 11.00 A.M. and 1.00 P.M. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

Your Directors state that:

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern'' basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. CORPORATE GOVERNANCE

Corporate Governance, forms a part of the Annual Report. In order to meet high corporate governance standards, the Audit Committee and Nomination and Remuneration Committee consists entirely of independent directors. Mr. Kashi Prasad Khandelwal is the Lead Independent Director of the Company.

12. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report, capturing your Company''s performance, industry trends and other material changes with respect to your Company is presented in a separate section forming part of the Annual Report. The Report provides a consolidated perspective of economic, social and environmental aspects material to our strategy and our ability to create and sustain value to our key stakeholders and includes aspects of reporting as required by Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

13. BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Regulation 21 of the Listing Regulations, the Company is not required to constitute a Risk Management Committee. The Company has however laid down procedures to inform Board members about the risk assessment and minimization procedures. The Company''s management systems, organizational structures, processes, standards, code of conduct, Internal Control and Internal audit methodologies and processes that governs as to how the Company conducts its business and manages associated risks. The Company also has in place a Risk Management Policy to identify and assess the key risk areas. The Members of the Audit Committee monitors and reviews the implementation of various aspects of the Risk Management Policy. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. The Company has also adopted Risk Assessment, Minimization and Control Procedures. At present no particular risk whose adverse impact may threaten the existence of the Company is visualized.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at https://gptinfra.in/share-holder-information/#CorporatePolicies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered

in the Ordinary Course of Business and are at Arm''s Length basis. A statement of alt related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value, and terms and conditions of the transactions.

All the contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions. Since there are no material Related Party Transactions and also all the transactions with related parties are at arm''s length and are in the ordinary course of business, no transactions are required to be reported in Form AOC - 2.

The Company has made full disclosure of transactions with the related parties as set out in Note of Standalone Financial Statement, forming part of the Annual Report.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee of the Board has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link:https://gptinfra.in/ share-holder-information/#CorporatePolicies. In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the year 2024, the Company has spent above two percent of the average net profits of the Company during the three immediately preceding financial years. The details are provided in the Annual Report on CSR activities.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure - 1 and forms integral part of this Report.

16. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. Internal Audit is carried out in accordance with auditing standards to review design and effectiveness of internal control system & procedures to manage risks, operation

of monitoring control, compliance with relevant policies & procedure and recommend improvement in processes and procedure and the report is placed in the Audit Committee.

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time notified under Section 133 of Companies Act, 2013, (the Act'') and other relevant provisions of the Act. The Company maintains all its records in ERP system (SAP) and the work flow and approvals are routed through the ERP system (SAP) and the audit trail has been enabled throughout the year in the ERP system.

The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the adequacy & effectiveness of internal audit systems, and monitors implementation of internal audit recommendations including those relating to strengthening of company''s risk management policies & systems.

17. CEO & CFO CERTIFICATION

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Shree Gopal Tantia, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment. The Board recommends his re-appointment.

ii. As on March 31,2024, Mr. Shree Gopal Tantia, Managing Director, Mr. Atul Tantia, Executive Director & CFO, Mr. Vaibhav Tantia, Director & COO & Mr. Mohit Arora, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force).

iii. Change in Directorate:

Appointment:

The Board of Directors in their meeting held on May 17, 2024 have approved the appointment of following Directors based on the recommendation of the Nomination & Remuneration Committee and have recommended the same to the shareholders subject to their approval through postal ballot:

a. Mr. Amrit Jyoti Tantia as Whole-Time Director designated as Director (Projects) of the Company.

b. Mrs. Rashmi Bihani as Director (Non-Executive Woman Independent Director)

c. Mr. Aditya Kumar Mittal as Director (NonExecutive Independent Director.)

d. Mr. Arun Kumar Dokania as Director (NonExecutive Independent Director)

Cessation:

The Board of Directors and the management of the Company expressed its deep appreciation and gratitude for the valuable counsel rendered by Dr. (Mrs.) Mamta Binani and Mr. Sunil Ishwarlal Patwari during their association with the Company over the years.

Brief particulars and expertise of directors seeking reappointment together with their other directorships and committee memberships have been given in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 44^th Annual General Meeting in accordance with the requirements of the Listing Regulations and Secretarial Standards.

9. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs.

Out of four Independent Directors of the Company, two Independent Directors have passed the Online Proficiency Self- Assessment Test conducted by Indian Institute of Corporate Affair (IICA). Two Independent Directors were exempted by Indian Institute of Corporate Affair (IICA) from appearing in Online Proficiency Self-Assessment Test, as they have fulfilled the conditions for seeking exemption

from appearing for the Online Proficiency Self-Assessment Test. In the Board''s opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

20. NUMBER OF MEETINGS OF THE BOARD

During the year 5 (five) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of the Annual Report.

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors are fully kept informed of the Company''s business activities in all areas. A separate meeting of Independent Directors was held on February 28, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole and the performance of the Chairman of the Company, after considering the views of Executive Directors and Non- Executive Directors. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Independent Directors expressed their satisfaction on the working of the Company, Board deliberation and contribution of the Chairman and other Directors in the growth of the Company. All the Independent Directors were present at the Meeting.

22. COMMITTEES OF BOARD OF DIRECTORS

a. MANDATORY COMMITTEES

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder''s Relationship Committee

iv. Corporate Social Responsibility Committee

b. NON-MANDATORY COMMITTEES

i. Executive Committee

23. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has devised a Policy for performance evaluation of Independent Directors, Board Committees, the Chairman and other individual Directors which includes criteria for performance evaluation of the non-executive Directors and executive Directors. On the basis of Policy approved by the Board for performance evaluation of Independent Directors, Board Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The Independent Directors, in their separate meeting, evaluated the performance of Non- Independent Directors, the Board as a whole, its Committees and that of the Chairperson of the Company, considering the views of Executive Directors and Non-Executive Directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

24. REMUNERATION POLICY

Proviso to Section 178 (4) of the Companies Act, 2013 requires the Company to place its Remuneration policy on its website and disclose the salient features of such policy and changes therein, if any, along with the web address of the policy in the Board''s report. Accordingly, the Remuneration Policy of the Company has been made available on the Company''s website at https://gptinfra.in/ share-holder-information/#CorporatePolicies.

The Remuneration Policy of the Company is appended as Annexure -2 to this Report.

25. PARTICULARS OF MANAGERIAL REMUNERATION

The statement required under Section 197 (12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-3 forming part of this Report. Your Directors state that none of the Executive Directors of the Company receives any remuneration or commission from any of its Subsidiaries.

26. PARTICULARS OF EMPLOYEES

The statement in respect of employees, as required under Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure- 3 forming part of this Report. In terms of the second proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary and Compliance Officer of the Company at gil.cosec@gptgroup.co.in.

None of the employees were receiving remuneration during the year in excess of that drawn by the Managing Director or Whole time Director/ Executive Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company. Also, no employee other than Managing Director or Whole Time Director/ Executive Director have been paid remuneration of more than H1.02 crores per annum pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27. HUMAN RESOURCES:

28. LISTING WITH STOCK EXCHANGES

Your Company is presently listed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The details of trading, listing fees etc. are given in the Corporate Governance Report.

29. AUDITORS AND AUDITOR''S REPORT a. Statutory Auditor (s)

At the 39^th Annual General Meeting held on July 30, 2019, MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), were appointed as Joint Statutory Auditor of the Company for a term of five years to hold office from the conclusion of 39^thAnnual General Meeting till the conclusion of the 44^thAnnual General Meeting of the Company to be held in this calendar year 2024. The Board of Directors

at their meeting held on May 17, 2024, based on the recommendation of the Audit Committee and subject to approval of the shareholders of the Company have proposed to reappoint MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), as joint statutory auditors for a further term of 5 (five) consecutive years till the conclusion of the 49^th Annual General Meeting of the Company to be held for the financial year 2028-29.

The Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder, from MSKA & Associates for their reappointment.

b. Internal Auditor

The Internal Auditor, RSM Astute Consulting Private Limited, Kolkata conducts the internal audit periodically and submit their reports to the Audit Committee. The Internal Audit Reports have been reviewed by the Audit Committee from time to time. For FY 2024-25, RSM Astute Consulting Private Limited have been reappointed as the Internal Auditors of the Company.

c. Auditorâs Report

The Auditors'' Report for financial year 2023-2024 on the financial statements forms part of this Annual Report. Your Company has a policy to maintain an unmodified audit report and therefore, the Auditor''s Report does not contain any modifications, qualifications, reservation or adverse remark or disclaimer. Explanations or comments by the Board on emphasis of matters made by the statutory auditors in their report read with Note No. 34B forming part of the standalone and consolidated financial statements respectively, are self-explanatory and do not call for any further comments.

30. Cost Auditors

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Rules, 2014 the Company is required to get its cost record audited by a Cost Accountants in whole time practice. In this regard the Board of Directors, on the recommendation of the Audit Committee, has re-appointed S.K. Sahu & Associates, Cost Accountants, (Membership No.28234) as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2024-25.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration as recommended by the Board shall be ratified by the Members. Accordingly requisite resolution seeking ratification of remuneration payable to the Cost Auditors for the Financial Year 2024-25 is forming part of the notice convening the ensuing Annual General Meeting.

Your Company has received consent from S.K. Sahu & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2024-25 along with a certificate confirming their independence and arm''s length relationship.

31. Secretarial Auditor

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board''s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. Regulation 24A of the Listing Regulations also prescribes similar requirements with effect from financial year ended March 31, 2019.

The Board of your Company had appointed Mr. Ashok Kumar Daga, Practicing Company Secretary (Certificate of Practice Number 2948), as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24 and his report in prescribed Form MR-3 is appended hereto as Annexure - 4 to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

Pursuant to SEBI Circular no.CIR/CFD/CMD1/27/2019 dated February 08, 2019, Secretarial Compliance Report for the financial year 2023-24 issued by Mr. Ashok Kumar Daga, Practicing Company Secretary is annexed herewith and marked as Annexure-5 to this report. The Secretarial Compliance Report does not contain any qualifications, reservation or adverse remarks.

None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

32. DISCLOSURES:

a. Whistle Blower Policy/ Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing Regulations. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower may be accessed on the Company''s website at the link: https:// gptinfra.in/share-holder-information/#CorporatePolicies.

.33. Particulars of Loans given, Investments made, Guarantees given and Securities provided

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

Information on conservation of energy technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure -6'' hereto and forms a part of this Report.

35. Annual Return

36. Unpaid/Unclaimed Dividend

As on March 31, 2024, the Company is having a sum of H 2,02,572 (Previous Year H 1,61,591) as unpaid/unclaimed dividend lying in its Unpaid Dividend Account with Banks. As on March 31, 2024 no amount remained unclaimed and unpaid for a period of seven consecutive years, and therefore there is no due for transfer to Investor''s Education and Protection Fund.

37. Prevention of Sexual Harassment at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and to this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Policy) and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the year under review, there were no complaints pertaining to sexual harassment has been received by the Company.

The Company is committed to providing a safe and conducive work environment to all its employees and associates.

38. OTHER DISCLOSURES

a. During the year under review, the Company has not accepted any deposit within the meaning of

Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

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

c. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors.

d. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

e. No significant or material orders were passed by the Regulators or Courts or Tribunals which i mpa ct the goi ng concern statu s and Company''s operations in future.

f. Other than stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

g. There were no frauds reported by auditors under subsection (12) of Section 143 other than those which are reportable to the Central Government.

h. There was no revision in the financial statements.

i. There was no change in the nature of business.

j. Managing Director & CEO has not received any remuneration or commission from any of its subsidiaries.

k. The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees.

39. ACKNOWLEDGEMENT

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, Suppliers, Contractors, Business Associates and Members during the year under review.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

Mar 31, 2018

Dear Members,

The Directors are pleased to present the 38thAnnual Report of the Company and the audited Financial Statements for the financial year ended 31st March, 2018.

Rs. in Lacs, except per share data

Results of Operations (Rs.1 Lac equals Rs.100,000)

Particulars	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	7,574.08	6,705.28	8,667.71	7,878.40
Less: Finance Cost	3,730.42	3,625.68	3,915.00	3,774.90
Depreciation & Amortization	1,686.63	1,297.53	2,204.45	1,718.60
Profit Before Tax (PBT)	2,157.03	1,782.07	2,548.26	2,384.90
Less: Tax Expenses (Net)	422.69	513.63	492.26	569.18
Profit After Tax (PAT) for the year	1,734.34	1,268.44	2,056.00	1,815.72
Add. Other comprehensive income (net of tax expenses)	(36.63)	(26.88)	642.53	571.94
Total comprehensive income for the year	1,697.71	1,241.56	2,698.53	2,387.66
Total Comprehensive income attributable to Non-Controlling Interest	-	-	59.42	38.22
Total Comprehensive income attributable to Owners of the Company	1,697.71	1,241.56	2,639.11	2,349.44
Add: Surplus in statement of profit and loss brought forward (adjusted)	7,832.24	6,747.79	10,957.35	8,765.02
Amount available for Appropriation	9,529.95	7,989.35	13,596.46	11,114.46
Interim Dividend on equity shares	799.87	145.43	799.87	145.43
Tax on interim equity dividend tax (Net)	31.13	11.68	31.13	11.68
Surplus in statement of profit and loss carried forward	8,698.95	7,832.24	12,765.46	10,957.35
Earnings Per Share :
Basic	5.96	4.37	6.86	6.13
Diluted	5.96	4.37	6.86	6.13

Business Results

For the year 2017-18, the total revenue of the Company stands at RS.47,156 Lacs and RS.53,856 Lacs in comparison with the previous year amounting to RS.48,215 Lacs and RS.51,735 Lacs for standalone and consolidated respectively.

EBITDA for the year under review is RS.7,574 Lacs and RS.8,668 Lacs in comparison with the previous year amounting to RS.6,705 Lacs and RS.7,878 Lacs for standalone and consolidated respectively.

Profit for the year under review including other comprehensive income (net of tax) is RS.1,698 Lacs and RS.2,699 Lacs in comparison with the previous year amounting to RS.1,242 Lacs and RS.2,388 Lacs for standalone and consolidated respectively.

Concrete Sleeper Business

During 2017-18, this business recorded total revenue of RS.6,370 Lacs and RS.13,219 Lacs in comparison with the previous year amounting to RS.3,040 Lacs and RS.6,279 Lacs for standalone and consolidated respectively.

Infrastructure Business

During 2017-18, this division contributed are venue of RS.38,961 Lacs against that of RS.44,071 Lacs for the previous year for both standalone and consolidated basis. This business segment currently has order book of RS.2,347 Crore approximately.

Indian Accounting Standards (IND-AS)

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (IND-AS) applicable to certain class of companies including your Company. In pursuance of this notification, the Company including its subsidiaries, associates and joint ventures have adopted IND-AS with effect from April 1, 2017, with a transition date of April 1, 2016.

Dividend

The Board of Directors (âthe Boardâ) had declared two interim dividends, aggregating to RS.2.00 per share of RS.10/- each for the financial year 2017-18. Your Board has considered the said interim dividends as final.

Bonus

During the financial year the Company had issued and allotted 1,45,43,000 numbers of Bonus equity shares in the ratio of 1:1 to the shareholders of the Company.

Reserves

The Company has not transferred any amount to the General Reserves during the financial year ended 31st March 2018.

Credit Rating

The long term credit facilities continue to be rated by Credit Analysis & Research Ltd. (CARE) and the present rating of the Company as given by them is BBB (Triple âBâ) reaffirmed on 8th September, 2017.

Consolidated Financial Statement

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2017-18 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies and Joint Ventures, as approved by the respective Board of Directors. The Consolidated Financial Statements together with the Auditorsâ Report forms part of this Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, none of the Companyâs subsidiaries, joint ventures or associate companies except few joint ventures have become or ceased to be Companyâs subsidiaries, joint ventures or associate companies. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Act is provided as an Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved may be accessed on the Companyâs website at the link: http://www.gptinfra.in/investors/corporate_policies.php.

Directorsâ Responsibility Statement Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

d) the Directors had prepared the annual accounts on a âgoing concernâ basis;

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

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

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 âListing Regulationsâ. The report on Corporate Governance as stipulated under the Act and Listing Regulations forms an integral part of this Report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Management Discussion and Analysis

Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of the Companyâs various businesses.

Business Risk Management

Pursuant to the provisions of Regulation 21 of the Listing Regulations, the Company is not required to constitute a Risk Management Committee. The Company has however laid down procedures to inform Board members about the risk assessment and minimization procedures. The Companyâs management systems, organizational structures, processes, standards, code of conduct, Internal Control and Internal audit methodologies and processes that governs as to how the Company conduct its business and manages associated risks.The Company also has in place a Risk Management Policy to identify and assess the key risk areas. The Members of the Audit Committee monitors and reviews the implementation of various aspects of the Risk Management Policy. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. The Company has also adopted Risk Assessment, Minimization and Control Procedures.

At present no particular risk whose adverse impact may threaten the existence of the Company is visualized.

Contracts and Arrangements With Related Parties

In line with the requirements of the Act and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companyâs website at http://www. gptinfra.in/investors/corporate_policies.php. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Armâs Length basis. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Armâs Length basis.

No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements were entered into during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable.

Corporate Social Responsibility (CSR)

The Annual Report on CSR activities is annexed herewith marked as Annexure -I

Internal Financial Controls

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company:

(i) Mr. Atul Tantia, Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

(ii) The term of Mr. Shree Gopal Tantia as Managing Director, Mr. Atul Tantia as Executive Director and Mr. Vaibhav Tantia as Director& COO are expiring on 31st July, 2018. It is proposed to re-appoint them for a further period of 3 (three) years subject to approval of shareholders in the ensuing Annual General Meeting. The Board recommends their re-appointment.

(iii) Mr. Shree Gopal Tantia, Managing Director, Mr. Atul Tantia, Executive Director, Mr. Vaibhav Tantia, Director & COO, Mr. Arun Kumar Dokania, CFO and Mr. A.B.Chakrabartty, Company Secretary are Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, and Listing Regulations. None of the Directors have been subjected to any disqualification under the Act.

Board Evaluation and Remuneration Policy

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees, the Chairman and other individual Directors which includes criteria for performance evaluation of the non-executive Directors and executive Directors. On the basis of Policy approved by the Board for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of programmes for familiarization of 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 and related matters are put up on the website of the Company and can be accessed at the link: http://www.gptinfra.in/investors/corporate_ policies.php.

The Nomination and Remuneration Policy of the Company is attached herewith marked as Annexure -II.

Ratio of Remuneration of Executive Directors to the median remuneration of the employees of the Company as on 31st March 2018:

(a) The Ratio of remuneration of Executive Directors to the median remuneration of employees of the Company is given below:

Name of the Director*	Remuneration for the year ended 31st March, 2018 per annum (Amount in Rs. in Lacs)	Ratio (Remuneration of Director to Median Remuneration)
Mr. Shree Gopal Tantia	72.00	52:1
Mr. Atul Tantia	54.00	39:1
Mr. Vaibhav Tantia	54.00	39:1

*Other Directors were paid only sitting fees. Mr. D. P Tantia, Chairman is entitled for sitting fees and commission at a rate of 1% of the net profit amounting to RS.20.35 Lacs.

(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year under review:

Name of Director/KMP	Designation	% increase in Remuneration	Remuneration of Director/KMP in FY 2016-17 (Rs. in Lacs)	Remuneration of Director/KMP in FY 2017-18 (Rs. in Lacs)
Mr. Shree Gopal Tantia	Managing Director	9.09%	66.00
Mr. Atul Tantia	Executive Director	12.50%	48.00	54.00
Mr. Vaibhav Tantia	Director & COO	12.50%	48.00	54.00
Mr. Arun Kumar Dokania	Chief Financial Officer	12.50%	48.00	54.00
Mr. A B Chakrabartty (Appointed on 1.06.2017)	Company Secretary	NA	NA	7.65

(d) The number of permanent employees on the rolls of the Company were 1261as on 31st March, 2018 as against 1141 as on 31st March, 2017.

(e) Average percentile increase already made in the salaries of employees other than the KMPs in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Particulars	Percentage
Average percentile increase made in the salaries of employees other than the managerial personnel	12.10%
Percentile increase in the remuneration of KMPs	9.41%

The average increase in remuneration of employees other than KMPs is in higher side in comparison with the increase of remuneration of KMPs.

Justification: Not Applicable

(f) Remuneration paid to Directors and KMPs is as per the Remuneration Policy of the Company.

(g) Remuneration stated hereinabove for the purpose of comparisons etc. includes basic salary, house rent allowance & transport allowance as applicable.

(h) Particulars of Employees and related disclosures :

(i) None of the employees of the Company, who, if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, in excess of one crore two lakh rupees or if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, in excess of eight lacs fifty thousand rupees per month.

(ii) There is no employee of the Company who was in receipt of remuneration in the year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company

Human Resources:

Your Company treats its âHuman Resourcesâ as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. Your Company believes in the promotion of talent internally through job rotation and job enlargement.

Listing With Stock Exchanges

Your Company is presently listed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).The details of trading, listing fees etc. are given in the Corporate Governance Report.

Auditors And Auditorsâ Report Statutory Auditors

M/s. S. R. Batliboi & Co LLP, Chartered Accountants, Statutory Auditors of the Company were appointed in the 34th Annual General Meeting held on 29th August 2014 for a period of five years from conclusion of 34th Annual General Meeting till the conclusion of 39th Annual General Meeting.

M/s. SN Khetan & Associates, Chartered Accountants, Kolkata having firm Reg. No. 325653E were appointed as the Joint Statutory Auditors of the Company by the shareholders vide their resolution dated 15th January, 2018 through Postal Ballot Voting for conducting statutory Audit for the financial year 2017-18 jointly with the existing auditors M/s. S. R. Batliboi & Co. LLP

The Board of Directors, have on the recommendations of the Audit Committee and subject to the approval of the shareholders at the ensuing 38th AGM, approved the appointment of M/s. SN Khetan & Associates, Chartered Accountants, Kolkata having firm Reg. No. 325653E as Joint Statutory Auditors for a period of 5(five) consecutive years i.e. from the conclusion of the 38th Annual General Meeting till the conclusion of 43rd Annual General Meeting of your Company.

Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being in force), from M/s. SN Khetan & Associates. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

Auditorsâ Report

i. Qualified Opinion given in the Auditorâs Report on financial statements read with note no 33 (C) & 33(D) and note no 32 (C) & 32 (D) forming part of the standalone and consolidated financial statements respectively, are self-explanatory and do not call for any further comments.

ii. Emphasis of Matter given in the Auditorâs Report on financial statements read with note no 33(E) & 33(F) and note no 32(E) & 32(F) forming part of the standalone and consolidated financial statements respectively, are self-explanatory and do not call for any further comments.

Cost Auditors

The Board of Directors of your Company, on the recommendation of the Audit Committee has approved the re-appointment of M/s. S.K. Sahu & Associates, Cost Accountants, (Membership No. 28234) as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2018-19. The remuneration proposed to be paid to the Cost Auditor, subject to your ratification at the ensuing 38th Annual General Meeting, would not exceed RS.60 Thousand (Rupees Sixty thousand only) excluding taxes and out of pocket expenses, if any.

Your Company has received consent from M/s. S.K. Sahu & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2018-19 along with a certificate confirming their independence and armâs length relationship.

Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013, the Board has appointed M/s. J. Patnaik & Associates, Company Secretary in Practice (Certificate of Practice No. 3102), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2018-19.

The Company has received consent from M/s. J. Patnaik & Associates to act as the auditor for conducting audit of the Secretarial records for the financial year 2018-19.

The Secretarial Audit Report for the financial year ended 31st March, 2018 in Form MR-3 is annexed herewith and marked as Annexure-III to this report.The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures:

Audit Committee

The Audit Committee comprises namely of Mr. V. N. Purohit, Independent Director (Chairman), Dr. Mamta Binani, Independent Director, Mr. Kunal Kumthekar Nominee Director and Mr. K.P. Khandelwal, Independent Director. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing Regulations. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower may be accessed on the Companyâs website at the link: http://www.gptinfra.in/investors/corporate_ policies.php

Number of Meetings of the Board and Its Committees

The details of the meetings of the Board of Directors and its Committees, convened during the financial year 2017-18 are given in the Corporate Governance Report which forms a part of this report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 4, 5 and 43 to the standalone financial statements).

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure -IV to this Report.

Extract of Annual Return

The details forming part of the extract of the Annual Return as on 31st March, 2018 in Form MGT - 9 in accordance with Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Amendment Rules, 2015, are set out in the Annexure -V to this report.

Unpaid/Unclaimed Dividend

As on 31st March, 2018, the Company is having a sum of RS.1,864.25 (Previous Year RS.8,287.25) as unpaid/unclaimed dividend lying in its Unpaid Dividend Account with Banks. During the current financial year 2018-19 an amount of RS.562.50 which remained/ unclaimed and unpaid for a period of seven years, is due for transfer to Investorâs Education and Protection Fund this year.

Other Disclosures

1. During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

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

3. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/Directors or by trustees for the benefit of employees/ Directors.

4. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

5. Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

7. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

8. There were no material changes & commitments affecting financial position of the Company occurring between the date of Financial Statements and the Boardâs Report.

9. There were no frauds reported by auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government.

Acknowledgement

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 Companyâs executives, employees and workers at all level.

For and on behalf of the Board of Directors

June 1st, 2018 D. P. Tantia

Chairman

Registered office: DIN: 00001341

GPT Centre, JC-25, Sector-III,

Salt Lake, Kolkata- 700 098, India

Mar 31, 2017

The Directors are pleased to present the 37^th Annual Report of the Company and the audited Financial Statements for the financial year ended 31^st March, 2017.

Rs,in Lacs, except per share data (Rs,1 Lac equals Rs,100,000)

.	Standalone		Consolidated
	2016-17	2015-16	2016-17	2015-16
Earnings before Interest, Tax, Depreciation and Amortization	5,761.10	5,847.25	7,230.41	7,434.89
(EBITDA)
Finance Cost	3,173.09	3,268.98	3,343.92	3,530.43
Depreciation & Amortization	1,259.79	1,149.86	1,803.39	1,905.64
Profit / (Loss) before tax (PBT)	1,328.22	1,428.41	2,083.10	1,998.82
Tax Expense / (Credits)	280.06	444.11	487.66	716.61
Profit after tax (PAT)	1,048.16	984.30	1,595.44	1,282.21
Minority Interest	-	-	38.22	52.90
Profit after tax and minority interest	1,048.16	984.30	1,557.22	1,229.31
Surplus in statement of profit and loss brought forward	6,345.43	5,688.47	8,458.82	7,473.00
Excess provision for dividend tax written back	17.93	-	17.93	-
Transfer from Capital redemption reserve fund	-	-	-	83.85
Amount available for appropriation	7,411.52	6,672.77	10,033.97	8,786.16
Interim Dividend	145.43	290.86	145.43	290.86
Dividend tax	29.61	36.48	29.61	36.48
Surplus in statement of profit and loss carried forward	7,236.48	6,345.43	9,858.93	8,458.82
Earnings Per Share :
Basic	7.25	6.86	10.76	8.94
Diluted	7.25	6.86	10.76	8.94

Business Results

For the year 2016-17, the total revenue of the Company stands at Rs,37,994 Lacs and Rs,51,688 Lacs in comparison with the previous year amounting to Rs,36,109 Lacs and Rs,50,909 Lacs for standalone and consolidated respectively.

EBITDA for the year under review is RS,5,761 Lacs and RS,7,230 Lacs in comparison with the previous year amounting to RS,5,847 Lacs and RS,7.435 Lacs for standalone and consolidated respectively.

PAT for the year under review is RS,1,048 Lacs and RS,1,595 Lacs in comparison with the previous year amounting to RS,984 Lacs and RS,1,282 Lacs for standalone and consolidated respectively.

Concrete Sleeper Business

During 2016-17, this business recorded total revenue of RS,2,810 Lacs and RS,7,149 Lacs in comparison with the previous year amounting to RS,2,867 Lacs and RS,8,817 Lacs for standalone and consolidated respectively.

The production in the manufacturing facilities set up in Tsumeb, Namibia for manufacture and supply of concrete sleepers in joint venture with Transnamib Holdings Limited, Namibia (A Government of Namibia undertaking) namely GPT Transnamib Concrete Sleepers (Pty) Limited has recorded a turnoverof N$62,188,184(H2,972 Lacs)andprofitaftertax(PAT) N$11,111,922 (RS,531 Lacs) in comparison with previous year amounting to N$ 73,393,696 (RS,3,517 Lacs) and N$ 8,043,120 (RS,385 Lacs) respectively.

The manufacture and supply of concrete sleeper at the Company''s South African subsidiary namely GPT Concrete Products South Africa Pty Limited is smoothly going on and the said subsidiary has recorded a turnover of ZAR 71,309,894 (RS,3,408 Lacs) and a PAT of ZAR 2,580,143 (RS,123 Lacs) in comparison with previous year amounting to ZAR 99,258,937 (RS,4,756 Lacs) and ZAR 3,399,660 (RS,163 Lacs) respectively.

Infrastructure Business

During 2016-17, this division contributed a revenue of RS,34,382 Lacs and RS,43,963 Lacs against that of RS,32,689 Lacs and RS,41,392 Lacs for the previous year for standalone and consolidated respectively. This business segment currently has order book of RS,1,630 cr approximately.

Dividend

The Board of Directors ("the Board") had declared two interim dividends, one for RS,1 each per share and another for RS,1.50 each per share aggregating to RS,2.50 of RS,10/- each per share for the financial year 2016-17. Your Board has considered the said interim dividends as final.

Reserves

It is not proposed by the Board of your Company to transfer any amount to Reserves for the year ended 31^st March 2017.

Credit Rating

The long term credit facilities continues to be rated by Credit Analysis & Research Ltd. (CARE) and the present rating of the Company as given by them is BBB (Triple "B") improved from BBB - (Triple "B" Minus).

Consolidated Financial Statement

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, none of the Company''s subsidiaries, joint ventures or associate companies have become or ceased to be Company''s subsidiaries, joint ventures or associate companies. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Act is provided as an Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved may be accessed on the Company''s web site at the link: http:// www.gptinfra.in/investors/corporate_poiicies.php

Directors'' Responsibility Statement Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been folioed and there are no material departures from the same;

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 as at March 31, 2017 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The report on Corporate Governance as stipulated under the Act and Listing Regulations forms an integral part of this Report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Business Risk Management

At present the Company has not identified any element of significant risk which may threaten the existence of the Company.

Contracts and arrangements with related parties

In line with the requirements of the Act and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at http://www.gptinfra.in/investors/ corporate_policies.php. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis.

Corporate Social Responsibility (CSR)

The Annual Report on CSR activities is annexed herewith marked as Annexure-I.

Internal Financial Controls

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company:

(i) Mr. Vaibhav Tantia, Director & COO of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

(ii) Dr. N. N. Som, Independent Director of the Company has resigned from the Board on and with effect from 23^rd May, 2017 because of his personal reasons. The Board of Directors place on record their deep appreciation for the enormous contributions made by Dr. Som as the Independent Director of the Company from 2007 to 2017. The Company and the Board benefitted immensely from Dr. Som''s vast experience, knowledge and insights of the industry and operations of the Company.

(iii) The Company has appointed Mr. Kashi Prasad Khandelwal, as an Additional Non-Executive Independent Director with effect from 23^rd May, 2017 subject to approval of the shareholders in the ensuing AGM for a period of five (5) consecutive years from the date of 37^th Annual General Meeting of the Company up to the conclusion of the 42^nd Annual General Meeting of the Company and the said appointment is subject to the maximum permissible Directorships that one can hold as per the provisions of the Companies Act, 2013 and the Listing Regulations and his office shall not be liable to retire by rotation.

(iv) During the year under review, Mr. Indranil Mitra, the erstwhile Company Secretary, KMP and Compliance Officer of the Company has resigned from the services of the Company with effect from 5^th April 2017 and in his place Mr. Anatha Bandhaba Chakrabartty has been appointed as the Company Secretary, KMP and Compliance officer of the Company on and with effect from 1^st June 2017.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act and Listing Regulations. None of the Directors have incurred any disqualification under the Act.

Board Evaluation and Remuneration Policy

Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of programmes for familiarization of 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 and related matters are put up on the website of the Company and can be accessed at the link: http://www.gptinfra.in/investors/corporate_policies. php.

The Nomination and Remuneration Policy of the Company is attached herewith marked as Annexure - II.

Ratio of Remuneration of Executive Directors to the median remuneration of the employees of the Company as on 31^st March 2017:

(a) The Ratio of remuneration of Executive Directors to the median remuneration of employees of the Company is given below:

Name of the Director*	Remuneration per annum (Amount in RS, in Lacs)	Median Remuneration per annum (Amount in RS, in Lacs)	Ratio (Remuneration of Director to Median Remuneration)
Mr. Shree Gopal Tantia	66.00	1.20	55:1
Mr. Atul Tantia	48.00	1.20	40:1
Mr. Vaibhav Tantia	48.00	1.20	40:1
Mr. Atul Tantia	48.00	1.20	40:1
Mr. Vaibhav Tantia	48.00	1.20	40:1

*None of other Directors were paid any remuneration except sitting fees for Mr. D. P. Tantia, Chairman who is entitled to a commission at a rate of 1% of the net profit amounting to RS,15.25 Lacs as well.

(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year under review:

Name of Director/ KMP	Designation	% increase in Remuneration	Remuneration of Director/KMP in FY 2015-16 (RS, in Lacs)	Remuneration of Director/KMP in FY 2016-17 (RS, in Lacs)
Mr. Shree Gopal Tantia	Managing Director	10%	60.00	66.00
Mr. Atul Tantia	Executive Director	40%	34.20	48.00
Mr. Vaibhav Tantia	Director & COO	40%	34.20	48.00
Mr. Arun Kumar Dokania	Chief Financial Officer	40%	34.20	48.00
Mr. Indranil Mitra	Vice President & Company Secretary	Nil	4.04 (w.e.f 15/12/2016)	13.20

(c) The percentage increase in the median remuneration of employees in the financial year (w.e.f 1^st April, 2016):(-) 6.74 %

(d) The number of permanent employee on the rolls of the Company was 1,141 as on 31^st March, 2017 as against 729 as on 31^st March, 2016.

Particulars	Percentage
Average percentile increase already made in the salaries of employees other than the managerial personnel (A)	-6.74%
Percentile increase in the remuneration of KMPs (B)	29.14%
Comparison of (B-A)	35.88%
Justification: Not Applicable

The above distinction is mainly due to fresh/additional employment of 573 employees mainly in supervisory level at construction sites.

(f) Remuneration paid to Directors and KMPs is as per the Remuneration Policy of the Company.

(g) Remuneration stated hereinabove for the purpose of comparisons etc. includes basic salary, house rent allowance & transport allowance as applicable.

(h) Particulars of Employees and related disclosures :

(i) None of the employees of the Company, who, if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one cr two lacs rupees or if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lacs fifty thousand rupees per month.

Human Resources:

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company believes in the promotion of talent internally through job rotation and job enlargement.

Listing With Stock Exchanges

Your Company is presently listed with BSE Limited (BSE) and also got listed with National Stock Exchange of India Limited (NSE) with effect from 20^th July, 2016. The details of trading, listing fees etc. are given in the Corporate Governance Report. Further the Company had voluntarily De-listed its securities from Calcutta Stock Exchange (CSE) with effect from 20^th September, 2016 because there were no transactions in this exchange since long.

Auditors And Auditors'' Report Statutory Auditors

M/s. S. R. Batliboi & Co LLP, Chartered Accountants, Statutory Auditors of the Company were appointed in the 34^th Annual General Meeting held on 29^th August 2014 for a period of five years from conclusion of 34^th Annual General Meeting till the conclusion of the next 5 consecutive Annual General Meeting subject to ratification of their appointment by the members at every subsequent Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the limits prescribed under the Act and that they are not disqualified for re-appointment.

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

Auditors'' Report

i. Qualified Opinion given in the Auditor''s Report on standalone financial statements read with note no 27(C) forming part of the standalone financial statements, are self-explanatory and do not call for any further comments.

ii. Emphasis of Matter given in the Auditor''s Report on standalone financial statements read with note no 27(B) forming part of the standalone financial statements, are self-explanatory and do not call for any further comments.

Cost Auditors

The Board had appointed M/s. S.K. Sahu & Associates, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the financial year 2016-17 and necessary Form for their appointment was filed by the Company with the Ministry of Corporate Affairs within due date. The said Auditors would be conducting the audit of Cost records for the year ended 31^st March 2017 and submit their report in due course.

Secretarial Auditor

The Board has appointed M/s. J. Patnaik & Associates, Company Secretary in Practice, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31, 2017 is annexed herewith marked as Annexure-III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures:

Audit Committee

The Audit Committee comprises Mr. V. N. Purohit, Independent Director (Chairman), Dr. Mamta Binani, Independent Director, Mr. Kunai Kumthekar, Nominee Director and Mr. K. P Khandeiwai, Independent Director who was appointed with effect from 23^rd May, 2017 in place of Dr. N. N. Som who has resigned from the Directorship of the Company with effect from 23^rd May, 2017. Ail the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link:

http://www.gptinfra.in/investors/corporate_policies.php Meetings of the Board

Four meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance which is part of this Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure -IV to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure -V to this Report.

Unpaid/Unclaimed Dividend

As on 31^st March, 2017, the Company is having a sum of H8,287.25 (Previous Year H10,894.25) as unpaid/unclaimed dividend lying in its Unpaid Dividend Account with Banks. During the year under review no amount which remained unclaimed and unpaid for a period of seven years, is due for transfer to Investor''s Education and Protection Fund.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

6. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. There were no material changes & commitments affecting financial position of the Company occurring between the date of Financial Statements and the Board''s Report.

8. There were no frauds reported by auditors under sub Section (12) of Section 143 other than those which are reportable to the Central Government.

Acknowledgement

For and on behalf of the Board of Directors

May 23, 2017 D. P. Tantia

Chairman

Registered office: DIN: 00001341

GPT Center, JC-25, Sector-III,

Salt Lake, Kolkata- 700 098, India

Mar 31, 2016

The Directors are pleased to present the 36^th Annual Report of the Company and the audited Financial Statements for the financial year ended 31^st March, 2016.

Results of Operations RS, in Lacs, except per share data

(RS,1 Lac equals RS,100,000)

Particulars	Standalone Consolidated
Particulars	2015-16	2014-15	2015-16	2014-15
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	5,847.25	4,528.19	7,434.89	6,116.08
Finance Cost	3,268.98	3,383.89	3,530.43	3,554.76
Depreciation & Amortization	1,149.86	1,155.70	1,950.64	1,976.25
Profit / (Loss) before tax (PBT)	1,428.41	(11.40)	1,998.82	585.07
Tax Expense / (Credits)	444.11	(119.45)	716.61	169.05
Profit after tax (PAT)	984.30	108.05	1,282.21	416.02
Minority Interest	-	-	52.90	6.11
Profit after tax and minority interest	984.30	108.05	1,229.31	409.91
Surplus in statement of profit and loss brought forward	5,688.47	5,594.33	7,473.00	7,077.00
Transfer from Capital redemption reserve fund	-	-	83.85	-
Amount available for appropriation	6,672.77	5,702.38	8,786.16	7,486.91
Interim Dividend	290.86	-	290.86	-
Dividend tax	36.48	-	36.48	-
Transitional provision of depreciation as per note 7(b) of schedule II of Companies Act, 2013 as per note no 2(b) (net of deferred tax of RS,6.22 lacs)	''	13.91	''	13.91
Surplus in statement of profit and loss carried forward	6,345.43	5,688.47	8,458.82	7,473.00
Earnings Per Share:
Basic	6.86	0.75	8.94	2.86
Diluted	6.86	0.75	8.94	2.86

Business Results

For the year 2015-16, the total revenue of the Company stands at RS,36,109 Lacs and RS,50,909 Lacs in comparison with the previous year amounting to RS,25,027 Lacs and RS,39,201 Lacs for standalone and consolidated respectively.

EBITDA for the year under review is RS,5,847 Lacs and RS,7,435 Lacs in comparison with the previous year amounting to RS,4,528 Lacs and RS,6,116 Lacs for standalone and consolidated respectively.

PAT for the year under review is RS,984 Lacs and RS,1,282 Lacs in comparison with the previous year amounting to RS,108 Lacs and RS,416 Lacs for standalone and consolidated respectively.

Concrete Sleeper Business

During 2015-16, this business recorded a total revenue of RS,2,867 Lacs and RS,8,817 Lacs in comparison with the previous year amounting to RS,2,857 Lacs and RS,9,120 Lacs for standalone and consolidated respectively.

The production in the manufacturing facilities set up in Tsumeb, Namibia for manufacture and supply of concrete sleepers in joint venture with Transnamib Holdings Limited, Namibia (A Government of Namibia undertaking) namely GPT Transnamib Concrete Sleepers (Pty) Limited has recorded a turnover of N$73,393,696 (RS,3,517 Lacs) and profit after tax (PAT) N$8,043,120 (RS,385 Lacs) in comparison with previous year amounting to N$57,792,091 (RS,2,992 Lacs) and N$8,566,623 (RS,474 Lacs) respectively. The capacity of the said manufacturing facility in Namibia has been increased from 125,000 nos. of sleeper to 200,000 nos. per annum.

The manufacture and supply of concrete sleeper at the Company''s South African subsidiary namely GPT Concrete Products South Africa Pty Limited is smoothly going on and the said subsidiary has recorded a turnover of ZAR99,258,937 (RS,4,756 Lacs) and a PAT of ZAR3,399,660 (RS,163 Lacs) in comparison with previous year amounting to ZAR91,997,960 (RS,5,088 Lacs) and ZAR2,271,820 (RS,118 Lacs) respectively. The capacity of the said manufacturing facility in South Africa has been increased from 250,000 nos. of sleeper to 500,000 nos. per annum.

Infrastructure Business

During 2015-16, this division contributed a revenue of RS,32,689 Lacs and RS,41,392 Lacs against that of RS,20,542 Lacs and RS,28,987 Lacs for the previous year for standalone and consolidated respectively. This business segment currently has order book of RS,1,825 Crore approximately.

Dividend

The Board of Directors ("the Boardâ) had declared two interim dividends, eaRs,h of RS,1 each per share aggregating to RS,2 per share for the financial year 2015-16. Your Board has considered the said interim dividends as final.

Reserves

It is not proposed by the Board of your Company to transfer any amount to Reserves for the year ended 31^st March 2016.

Credit Rating

The long term credit facilities continues to be rated by Credit Analysis & Research Ltd. (CARE) and the present rating of the Company as given by them is BBB-.

Consolidated Financial Statement

In accordance with the Companies Act, 2013 ("the Actâ) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, none of the Company''s subsidiaries, joint ventures or associate companies have become or ceased to be Company''s subsidiaries, joint ventures or associate companies. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Act is provided as an Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://www.gptinfra.in/investors/corporate_ policies.php

Directors'' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

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

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.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out under the provisions of the Act, Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationâ). The report on Corporate Governance as stipulated under the Act, Listing Agreement and Listing Regulation forms an integral part of this Report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Business Risk Management

Pursuant to the provisions of Regulation 21 of the Listing Regulation, the Company is not required to constitute a Risk Management Committee. The Company has however laid down procedures to inform Board members about the risk assessment and minimization procedures. The Company''s management systems, organizational structures, processes, standards, code of conduct, Internal Control and Internal Audit methodologies and processes that governs as to how the Company conducts the business of the Company and manages associated risks. The Company has also adopted Risk Assessment, Minimization and Control Procedures.

At present the Company has not identified any element of significant risk which may threaten the existence of the Company.

Contracts and Arrangements With Related Parties

In line with the requirements of the Act, Listing Agreement and Listing Regulation, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at http://www.gptinfra.in/investors/ corporate_policies.php. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis.

(h) of the Act in Form AOC 2 is not applicable.

Corporate Social Responsibility (CSR)

The Annual Report on CSR activities is annexed herewith marked as Annexure-I

Internal Financial Controls

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company:

(i) Mr. S.G. Tantia, Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

(ii) Mr. S.J. Deb, was appointed as an Independent Director in the last Annual General Meeting held on 1^st September, 2015, for a tenure of 5 years until the conclusion of 40^th Annual General Meeting of the Company and his office shall not be liable to retire by rotation.

(iii) During the year under review, Mr. Soubhagya Parida, the erstwhile Company Secretary of the Company resigned from the service of the Company w.e.f 14^th November 2015 and in his place Mr. Indranil Mitra was appointed as the Company Secretary of the Company w.e.f. 15^th December 2015.

(iv) Mr. S.G. Tantia, Managing Director, Mr. Atul Tantia, Executive Director and Mr. Vaibhav Tantia, Director & COO of the Company were re-appointed at the Board Meeting with the recommendation of Nomination & Remuneration Committee held on 13^th August, 2015 as per Companies Act, 2013 for a period of 3 years from 1^st August 2015 to 31^st July 2018 and subject to the requisite approval of the shareholders at the ensuing Annual General Meeting.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act, Listing Agreement and Regulation 16(i)(b) of the Listing Regulation.

Board Evaluation and Remuneration Policy

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. On the basis of Policy approved by the Board for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of programmes for familiarization of 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 and related matters are put up on the website of the Company and can be accessed at the link:http://www.gptinfra.in/investors/ corporate_policies.php.

The Nomination and Remuneration Policy of the Company is attached herewith marked as Annexure-II.

Ratio of Remuneration of Executive Directors to the median remuneration of the employees of the Company as on 31^st March 2016:

(a) The Ratio of remuneration of Executive Directors to the median remuneration of employees of the Company is given below:

Name of the Director*	Remuneration per annum (Amount in Rs, in Lacs)	Median Remuneration per annum (Amount in Rs, in Lacs)	Ratio (Remuneration of Director to Median Remuneration)
Mr. Shree Gopal Tantia	60.00	1.05	400:7
Mr. Atul Tantia	34.20	1.05	285:10
Mr. Vaibhav Tantia	34.20	1.05	285:10

*None of other Directors were paid any remuneration except sitting fee and Mr. D.P. Tantia, Chairman was entitled to a commission at a rate of 1% of the net profit amounting to RS, 16.42 Lacs.

(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year under review

Name of Director / KMP	Designation	% increase in Remuneration	Remuneration of Director / KMP in FY 2014-15 (Rs, in Lacs)	Remuneration of Director / KMP in FY 2015-16 (Rs, in Lacs)
Mr. Shree Gopal Tantia	Managing Director	Nil	60.00	60.00
Mr. Atul Tantia	Executive Director	12%	30.60	34.20
Mr. Vaibhav Tantia	Director & COO	12%	30.60	34.20
Mr. Arun Kumar Dokania	Chief Financial Officer	12%	30.60	34.20
Mr. R. Mishra (resigned w.e.f. 14^th November, 2014)	Company Secretary	Nil	3.75	Nil
Mr. S. Parida (resigned w.e.f. 14^th November, 2015)	Company Secretary	Nil	3.20	5.60
Mr. Indranil Mitra (appointed w.e.f. 15^th December, 2015)	VP & Company Secretary	Nil	Nil	4.04
Total			158.75	172.24

(d) The number of permanent employees on the rolls of the Company was 729 as on 31^st March, 2016

(e) Explanation on the relationship between average increase in remuneration and Company performance:

Looking at the organizational performance and the overall industry your Company has fared well. The growth in the Company performance and the average increase in remuneration is closely linked to the growth.

(f) Comparison of remuneration of the Key Managerial Personnel (KMPs) against the performance of the Company:

Remuneration of KMPs for FY 2014-15 (RS, in Lacs)	158.75
Remuneration of KMPs for FY 2015-16 (RS, in Lacs)	172.24
% increase in remuneration of KMPs	8%
Total Revenue of FY 2014-15 (RS, in Lacs)	25,027.35
Total Revenue of FY 2015-16 (RS, in Lacs)	36,109.38
% increase in Revenue	44%

(g) Variations in the market capitalization of the Company, price earnings ratio and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars	As at 31^st March, 2016	As at 31^st March, 2015
Market Capitalization (RS, in Crore)	320.53	179.46
Price Earnings Ratio (Consolidated)	24.65x	42.55x
Price Earnings Ratio (Standalone)	32.13x	164.53x
Rate at which the Company came out with last public offer i.e. in 1985	RS,10 per share
Share Price as at the close of 24^th May, 2016	RS,238.05
Percentage Increase / (Decrease) in Share Price (after the last public offer)	2280%

(h) Average percentile increase already made in the salaries of employees other than the KMPs in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and

point out if there are any exceptional circumstances for increase in the managerial remuneration:

Particulars	Percentage
Average percentile increase already made in the salaries of employees other than the managerial personnel (A)	11%
Percentile increase in the remuneration of KMPs (B)	8%
Comparison of (B-A)	-3%
Justification: Not Applicable
There are no exceptional circumstances.

(i) There is no variable component of remuneration availed by the Directors.

(j) Remuneration paid to Directors and KMPs is as per the Remuneration Policy of the Company.

(k) Remuneration stated hereinabove for the purpose of comparisons etc. includes basic salary, house rent allowance & transport allowance as applicable.

Particulars of Employees and related disclosures

(i) Particulars of employees of the Company, who, if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees or if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month:

Name	Mr. Shree Gopal Tantia
Designation	Managing Director
Remuneration Received	RS,60.00 Lacs
Nature of Employment	Contractual
Qualification	Graduate
Experience	33 Years
Date of Commencement	31^st August, 2007
Age	51 Years
Last Employment	Managing Director, GPT Infrastructures Private Limited
Percentage of equity shares held in the Company by himself along with his spouse and dependent children	8.93%
Whether such employee is a relative of any Director or Manager of the Company	None

Human Resources:

Your Company treats its "Human Resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company believes in the promotion of talent internally through job rotation and job enlargement.

Listing with Stock Exchanges

Your Company is presently listed with BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). The details of trading, listing fees etc. are given in the Corporate Governance Report. Further the Company had made an application to list its equity shares with National Stock Exchange of India Limited and Delist its securities with CSE.

Auditors and Auditors'' Report Statutory Auditors

M/s. S.R. Batliboi & Co LLP, Chartered Accountants, Statutory Auditors of the Company were appointed in the 34^th Annual General Meeting held on 29^th August 2014 for a period of five years from conclusion of 34^th Annual General Meeting till the conclusion of the next 5^th Annual General Meeting subject to ratification of their appointment by the members at every subsequent Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the limits prescribed under the Act and that they are not disqualified for re-appointment.

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

Auditors'' Report

Cost Auditors

The Board had appointed M/s. S.K. Sahu & Associates, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the financial year 2015-16 and necessary application for their appointment was filed by the Company with the Ministry of Corporate Affairs within due date. The said Auditors would be conducting the audit of Cost records for the year ended 31^st March 2016 and submit their report in due course.

Secretarial Auditor

The Board has appointed M/s. J. Patnaik & Associates, Company Secretary in Practice, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended on 31^st March 2016 is annexed herewith marked as Annexure-III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures Audit Committee

The Audit Committee comprises namely of Mr. V. N. Purohit, Independent Director (Chairman), Ms. Mamta Binani, Independent Director, Dr. N.N. Som, Independent Director and Mr. Kunal Kumthekar, Nominee Director as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

Meetings of the Board

Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance which is part of this Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure - IV to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure - V to this Report.

Unpaid / Unclaimed Dividend

As on 31^st March, 2016, the Company is having a sum of C10,894.25 (Previous Year C1,887.25) as unpaid / unclaimed dividend lying in its Unpaid Dividend Account with Banks. During the year under review no amount which remained unclaimed and unpaid for a period of seven years, is due for transfer to Investor''s Education and Protection Fund.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

6. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

For and on behalf of the

Board of Directors D. P. Tantia

May 25, 2016 Chairman

Registered office:

GPT Center, JC-25, Sector-III,

Salt Lake, Kolkata - 700 098, India

Mar 31, 2015

Dear Members,

The Directors' are pleased to present the 35th Annual Report on our business and operations of the Company and the audited accounts for the financial year ended 31st March, 2015

Results of operations

Rs. in Lacs, except per share data (Rs. 1 Lac equals Rs. 100,000)

Particulars Standalone

2014-15 2013-14

Earnings before interest, Tax, depreciation 4,528.19 4,160.96 and Amortisation (EBIDTA)

Finance Cost 3,383.89 2,997.62

Depreciation & Amortisation 1,155.70 1,043.67

Profit / (Loss) before tax (PBT) (11.40) 119.67

Tax Expense / (Credits) 119.45 (147.60)

Profit after tax (PAT) 108.05 267.27

Minority Interest - -

Profit after tax and minority interest 108.05 267.27

Surplus in statement of profit and loss 5,594.33 5,475.59 brought forward

Excess provision of Dividend Tax written back - 21.62

Amount available for appropriation 5,702.38 5,764.48

Dividend - 145.43

Dividend tax - 24.72

Transitional provision of depreciation as per 13.91 note 7(b) of schedule II of Companies Act, 2013 as per note no 2(b) (net of deferred tax of Rs. 6.22 lacs)

Transfer to Capital Redemption Reserve - -

Surplus in statement of profit and loss 5,688.47 5,594.33 carried forward

Earnings Per Share :

Basic 0.75 1.86

Diluted 0.75 1.86

Particulars Consolidated

2014-15 2013-14

Earnings before interest, Tax, depreciation 6,116.08 6,079.25 and Amortisation (EBIDTA)

Finance Cost 3,554.76 3,289.21

Depreciation & Amortisation 1,976.25 2,015.77

Profit / (Loss) before tax (PBT) 585.07 774.27

Tax Expense / (Credits) 169.05 143.36

Profit after tax (PAT) 416.02 630.91

Minority Interest 6.11 127.03

Profit after tax and minority interest 409.91 503.88

Surplus in statement of profit and loss 7,077.00 6,746.51 brought forward

Excess provision of Dividend Tax written back - 21.62

Amount available for appropriation 7,486.91 7,272.01

Dividend - 145.43

Dividend tax - 24.72

Transitional provision of depreciation as per 13.91 note 7(b) of schedule II of Companies Act, 2013 as per note no 2(b) (net of deferred tax of Rs. 6.22 lacs)

Transfer to Capital Redemption Reserve - 24.86

Surplus in statement of profit and loss 7,473.00 7,077.00 carried forward

Earnings Per Share :

Basic 2.86 3.51

Diluted 2.86 3.51

Business Results

For the year 2014-15, the total revenue of the Company stands at Rs. 25,027 Lacs and Rs. 39,201 Lacs in comparison with the previous year amounting to Rs. 32,796 Lacs and Rs. 45,504 Lacs for standalone and consolidated respectively.

EBIDTA for the year under review is Rs. 4,528 Lacs and Rs. 6,116 Lacs in comparison with the previous year amounting to Rs. 4,161 Lacs and Rs. 6,079 Lacs for standalone and consolidated respectively.

PAT for the year under review is Rs. 108 Lacs and Rs. 416 Lacs in comparison with the previous year amounting to Rs. 267 Lacs and Rs. 631 Lacs for standalone and consolidated respectively.

Concrete Sleeper Business

During 2014-15, this business recorded a total income of Rs. 2,857 Lacs and Rs. 9,120 Lacs in comparison with the previous year amounting to Rs. 6,113 Lacs and Rs. 12,642 Lacs for standalone and consolidated respectively.

The production in the manufacturing facilities set up in Tsumeb, Namibia for manufacture and supply of concrete sleepers in joint venture with Transnamib Holdings Limited, Namibia (A Government of Namibia undertaking) namely GPT Transnamib Concrete Sleepers (Pty.) Limited has recorded a turnover of N$ 57,792,091 (Rs. 2,992.42 Lacs) and net profit after tax N$ 8,566,623 (Rs. 473.81 Lacs). The capacity of the said manufacturing facility in Namibia is being increased from 1,25,000 nos of sleepers to 1,75,000 nos per annum. The production in the expended capacity is expected to be commenced in August'15.

The manufacture and supply of concrete sleeper at the Company's South African subsidiary namely GPT Concrete Products (South Africa) Proprietary Limited is smoothly going on and the said subsidiary has recorded a turnover of ZAR 91,997,960 (Rs. 5,088.35 Lacs) and a PAT of ZAR 2,271,820 (Rs. 117.63 Lacs). The capacity of the said manufacturing facility in South Africa has been increased from 2,50,000 nos of sleepers to 5,00,000 nos per annum. The production in the expended capacity has commenced in the month of April'15.

Infrastructure Business

During 2014-15, this division contributed an income of Rs. 20,542 Lacs against that of Rs. 24,511 Lacs in the previous year. This business segment currently has order book under execution of Rs. 1574 Crore approximately.

Dividend

Due to inadequacy of profit, your Board of Directors has not recommended any dividend for the year ended 31st March 2015.

Reserves

It is not proposed by the Board of Directors of your Company to transfer any amount to Reserves for the year ended 31st March 2015.

Credit Rating

The long term credit facilities continues to be rated by Credit Analysis & Research Ltd. (CARE) and the present rating of the Company as given by them is BBB-.

Consolidated Financial Statement

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, none of the Company's subsidiaries, joint ventures or associate companies have become or ceased to be Company's subsidiaries, joint ventures or associate companies. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as an Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http:// www.gptinfra.in/investors/corporate_policies.php

Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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 as at March 31,2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Business Risk Management

Pursuance to Clause 49 of the Listing Agreement, the Company is not required to constitute a Business Risk Management Committee. The Company has adopted Risk Assessment, Minimization and Control Procedures.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

Contracts And Arrangements With Related Parties

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at http://www.gptinfra.in/investors/ corporate_policies.php. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis.

No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link:http://www.gptinfra.in/investors/ corporate_policies.php

The Annual Report on CSR activities is annexed herewith marked as Annexure-1

Risk Management

The provisions of clause 49(VII)(C) of the Listing Agreement in respect of forming of Risk Management Committee is not applicable for the Company. The Company has however laid down procedures to inform Board members about the risk assessment and minimization procedures. The Company's management systems, organizational structures, processes, standards, code of conduct, Internal Control and Internal Audit methodologies and processes that governs how the Company conducts the business of the Company and manages associated risks.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. The Board of Directors of your Company have adopted an Internal Financial Control Manual at its Board Meeting held on 29th May 2014.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Sri D. FI Tantia, Chairman of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re appointment. Sri H. S. Sinha, Independent Director of the Company passed away on 28th September 2014. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Director of the Company. Sri S. J. Deb, was appointed as an Independent Director to fill up casual vacancy caused by the said demise of Sri H. S. Sinha, for a tenure up to the ensuing Annual General Meeting. The Company has received a notice from a shareholder under section 160 of the Companies Act, 2013 nominating Sri S. J. Deb to be appointed as Independent Director of the Company in the ensuing meeting for a period of five years. During the year under review, the members approved the re-appointments of Sri V.N. Furohit, Dr. N. N. Som, Sri Sunil Fatwari and Smt. Mamta Binani as Independent Directors who are not liable to retire by rotation. During the year under review, Sri Raghunath Mishra, the erstwhile Company Secretary of the Company resigned from the service of the Company w.e.f. 14th November 2014 and in his place Sri Soubhagya Farida was appointed as the Company Secretary of the Company w.e.f. 15th November 2014.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Board Evaluation and Remuneration Policy

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. On the basis of Policy approved by the Board of Directors for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of programmes for familiarisation of 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 and related matters are put up on the website of the Company at the link: http:// www.gptinfra.in/investors/corporate_policies.php.

The Nomination and Remuneration Policy of the Company is attached herewith marked as Annexure -II.

Ratio of Remuneration of Executive Directors to the median remuneration of the employees of the Company as on 31st March 2015:

The Ratio of remuneration of Executive Directors to the median remuneration of employees of the Company is given below:

Name of the Director Remuneration Median Remuneration Ratio (Remu per per neration of annum (Amount annum (Amount Director in RS.) in RS.) to Median Remunerat ion)

Sri Shree Gopal 60,00,000 84,000 500:7 Tantia

Sri Atul Tantia 30,60,000 84,000 255:7

Sri Vaibhav Tantia 30,60,000 84,000 255:7

Since there is no increase in the remuneration of any Executive Director, Chief Financial officer and Company Secretary during the financial year 2014-15, no comparison with increase of median remuneration of employees is applicable as required vide rule 5 (1) (ii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014-

Employees' Stock Option Scheme

The Company had introduced an Employee Stock Option Plan (ESOP) in the name and style of "GPT Employee Stock Option Plan-2009 (ESOP) in the year 2009. On the basis of such scheme, 2,00,000 equity shares of the Company were allotted to an Employees' Welfare Trust namely: GPT Employees' Welfare Trust on 2nd January 2010.

Thereafter the Nomination and Remuneration Committee in its meeting held on 29th May 2014 approved the proposal for grant of options under the aforesaid scheme to the eligible employees of the Company for the said 2,00,000 shares. The scheme was open for acceptance by the grantees / eligible employees from 29th May 2014 to 28th October 2014. During this period, none of the grantees / eligible employees accepted the grant. Under the said circumstances, the Board, as recommended by the Nomination and Remuneration Committee, in their meeting held on 12th February, 2015 dissolved the said ESOP Scheme.

Human Resources

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. Your Company believes in the promotion of talent internally through job rotation and job enlargement.

Listing With Stock Exchanges

Your Company is presently listed with Bombay Stock Exchange Limited (BSE) and Calcutta Stock Exchange Limited (CSE). The details of trading, listing fees etc. are given in the Corporate Governance Report.

Auditors and Auditors' Report

Statutory Auditors

M/s. S. R. Batliboi & Co LLP Chartered Accountants, Statutory Auditors of the Company were appointed in the last Annual General Meeting for a period of five years from conclusion of last Annual General Meeting till the conclusion of the next 5th Annual General Meeting subject to ratification of their appointment by the members at every subsequent Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

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

With regard to the qualification by the Auditors in their Audit Report on the standalone financial statement for outstanding unbilled revenue, accrued price escalations and trade receivables on certain significantly completed construction and supply of contracts, the management of the Company is confident that the outstanding amount is fully recoverable and delays in realization is mainly due to paucity of funds with the customers.

Cost Auditors

The Board had appointed M/s. S.K. Sahu & Associates, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the financial year 2014 - 15 and necessary application for their appointment was filed by the Company with the Ministry of Corporate Affairs within due date. The said Auditors would be conducting the audit of Cost records for the year ended 31st March 2015 and submit their report in due course.

Secretarial Auditor

The Board has appointed M/s. J. Patnaik & Associates, Company Secretary in Practice, to conduct Secretarial Audit for the financial year 2014 - 15. The Secretarial Audit Report for the financial year ended on March 31, 2015 is annexed herewith marked as Annexure-III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures:

Audit Committee

The Audit Committee comprises namely of Sri V. N. Purohit, Independent Director (Chairman), Smt Mamta Binani, Independent Director, Dr N. N. Som, Independent Director and Sri Kunal Kumthekar Nominee Director as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www. gptinfra.in/investors/corporate_policies.php

Meetings of the Board

Four meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 12 and 13 to the standalone financial statement).

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure -IV to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure -V to this Report.

Particulars of Employees and related disclosures

None of the Managerial Personnel of the Company are drawing remuneration in excess of the limits set out in Section 197(12) of the Act read with Rules 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Unpaid/Unclaimed Dividend

As on 31st March, 2015, the Company is having a sum of Rs. 1,887.25 (Previous Year Rs. 2,473.75) as unpaid /unclaimed dividend lying in its Unpaid Dividend Account with Banks. During the year under review no amount which remained unclaimed and unpaid for a period of seven years, is due for transfer to Investor's Education and Protection Fund.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

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

D. P Tantia Registered Office: Chairman

GPT Centre, JC-25, Sector-III, Salt Lake, Kolkata - 700 098, India May 26, 2015

Mar 31, 2014

Dear members,

The Directors'' are pleased to present the 34th Annual Report on our business and operations of the Company and the audited accounts for the financial year ended 31st March, 2014.

Particulars Standalone 2013-14 2012-13

Earnings before interest, tax, depreciation 4,160.96 4,620.55 and amortisation (EBIDTA)

Finance cost 2,997.62 2,717.50

Depreciation & amortisation 1,043.67 927.73

Profit before tax (PBT) 119.67 975.32

Tax expense (147.60) 42.62

Profit after tax (PAT) 267.27 932.70

Minority interest - -

Profit after tax and minority interest 267.27 932.70

Profit and loss account balance brought forward 5,475.59 4,763.04

Excess provision of dividend tax written back 21.62 -

Amount available for appropriation 5,764.48 5,695.74

Dividend 145.43 145.43

Dividend tax 24.72 24.72

Amount transferred to general reserve Nil 50.00

Transfer to capital redemption reserve - -

Balance in profit and loss account 5,594.33 5,475.59

Earnings per share :

Basic 1.86 3.69

Diluted 1.86 6.50

Particulars Consolidated

Earnings before interest, tax, depreciation and amortisation (EBIDTA)

Finance cost

Depreciation & amortisation

Profit before tax (PBT)

Tax expense

Profit after tax (PAT)

Minority interest

Profit after tax and minority interest

Profit and loss account balance brought forward

Excess provision of dividend tax written back

Amount available for appropriation

Dividend

Dividend tax

Amount transferred to general reserve

Transfer to capital redemption reserve

Balance in profit and loss account

Earnings per share :

Basic

Diluted

Business Results

For the year 2013-14, the total revenue of the Company stands at Rs. 32,796 Lacs and Rs. 45,504 Lacs in comparison with the previous year amounting to Rs. 33,765 Lacs and Rs. 48,534 Lacs for standalone and consolidated respectively.

EBIDTA for the year under review is Rs. 4,161 Lacs and Rs. 6,079 Lacs in comparison with the previous year amounting to Rs. 4,621 Lacs and Rs. 6,874 Lacs for standalone and consolidated respectively.

PAT for the year under review is Rs. 267 Lacs and Rs. 631 Lacs in comparison with the previous year amounting to Rs. 933 Lacs and Rs. 1,441 Lacs for standalone and consolidated respectively.

Concrete Sleeper business

During 2013-14, this business recorded a total income of Rs. 6,113 Lacs and Rs. 12,642 Lacs in comparison with the previous year amounting to Rs. 5,361 Lacs and Rs. 12,714 Lacs for standalone and consolidated respectively.

The production in the manufacturing facilities set up in Tsumeb, Namibia for the manufacture and supply of concrete sleepers in joint venture with TransNamib Holdings Limited, Namibia (A Government of Namibia undertaking) namely GPT TransNamib Concrete Sleepers (Pty) Limited has recorded a turnover of N$ 48,817,925 (Rs. 2,915.81 Lacs) and net profit after tax N$. 5,604,536 (Rs. 334.75 Lacs).

The manufacture and supply of concrete sleeper at the Company''s South African subsidiary namely GPT Concrete Products (South Africa) Pty Limited is smoothly going on and the said subsidiary has recorded a turnover of ZAR 91,243,804 (Rs. 5,449.83 Lacs) and a PAT of ZAR 8,280,600 (Rs. 494.58 Lacs).

Infrastructure business

During 2013-14, this division contributed an income of Rs. 24,511 Lacs against that of Rs. 27,375 Lacs in the previous year. This business segment currently has order book under execution of Rs. 1,668 crore approximately.

Dividend

The Board of Directors are pleased to recommend a dividend of Rs. 1.00 per equity share (i.e. @10% on par value of Rs. 10 each) aggregating to Rs. 145.43 Lacs (excluding dividend tax of Rs. 24.72 Lacs) on existing 14,543,000 nos. Ordinary shares of Rs. 10 each of the Company as on 31st March, 2014, subject to the approval of shareholders in the ensuing Annual General Meeting (AGM) of the Company.

Credit Rating of Debt Instrument

The long term credit facilities continues to be rated by Credit Analysis & Research Ltd. (CARE) as BBB.

Corporate Social Responsibility(CSR)

A sum of Rs. 20.00 Lacs contributed during the year under review to a charitable trust for various social upgradation programmes.

Management''s Discussion and Analysis

Management''s Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

Directors

As per the provisions of the Companies Act, 2013, Sri Atul Tantia, Director of the Company will retire at the ensuing Annual General Meeting (AGM) by rotation and, being eligible, offer himself for re-appointment.

As per the provisions of Section 149(10) & (11) of the Companies Act, 2013 and amended clause 49 of the Listing Agreement, the Board of Directors of the Company has recommended the appointment of Mrs. Mamta Binani, Director, Sri Sunil Patwari, Director of the Company as well as re- appointment of Sri Himangsu Sekhar Sinha, Director, Sri Viswa Nath Purohit, Director and Dr. Nitindra Nath Som, as Independent Directors of the Company for a period of five (5) consecutive years effective from the date of ensuing AGM, for approval of the Members at the ensuing AGM of the Company.

Subsidiary companies

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary companies:-

Name of subsidiary : GPT Concrete GPT Investments Products South Private Limited, Africa (Pty.) Limited, Mauritius South Africa

Financial year ending of 31st March 31st March the subsidiary 2014 2014

No. of equity shares held 27,000, 2,125,000, with its face value PY 27,000 PY 2,125,000 Equity shares of Equity shares of ZAR 1 each USD 1 each

Extent of Holding 54%, 100%, PY 54% PY 100%

Profit/(loss) so far as 267.08 lacs, 76.34 lacs, it concern the members of PY Rs. 154.54 lacs PY (Rs. 59.02 lacs) the holding company and not dealt with in the holding company''s accounts

Profit/(Loss) so far as it Nil Nil concern the members of the PY Nil PY Nil holding company and dealt with in the holding company''s accounts

Name of subsidiary Jgbani Highway GPT Marecom Private Limited Private Limited Financial year ending of 31st March 31st March the subsidiary 2014 2014

No. of equity shares held 3300,000 485920 with its face value PY 3300,000 PY 485920 Equity Shares of Equity Shares of Rs 10 each Rs 10 each

Extent of Holding 73.33% 100% PY 33% PY 100%

Profit/(loss) so far as it 0.90 lacs 14.24 lacs concerns the members ofthe PY 0.37 lacs PY 24.51 lacs holding company and not dealt with in the holding company''s accounts

Profit/(Loss) so far as it NIL NIL concerns the members ofthe PY NIL PY NIL holding company and dealt with in the holding company''s accounts

Note:

1) The Company undertakes that the annual accounts of the above-stated subsidiary companies and the related detailed information are available to the shareholders of the Company and its subsidiary companies as and when they seek such information at any point of time.

2) The annual accounts of the above-stated subsidiary companies are also available for inspection by shareholders in the head office/registered office of the Company and of the subsidiary companies concerned.

Human resources

During the year under review, there was a renewed thrust on attracting, developing and retaining talent. To improve the competence of employees, organizational effectiveness and productivity, a number of need-based training and development programmes are being organized. Human relations continue to be cordial.

Your Directors wish to place on record their appreciation of all employees for their valuable contribution.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company, M/s. SRBC & CO. LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Fixed Deposit

Your Company is not inviting or accepting any deposits from the public/ shareholders.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The additional information required under the provision of Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998, and forming part of the Report, is also annexed hereto.

Particulars of Employees

The name and other Particulars of Employees whose salary exceed the limits as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of Employees) Rules, 1975, are given below:

Name : Mr. Shree Gopal Tantia Age : 49 years Qualification : B. Com Graduate Date of Employment : 13th August, 2007 Designation/Nature : Managing Director of duties Remuneration received : 4,500 gross (Rs. in ''000) Experience : 31 years Last employment : Managing Director, GPT Infrastructures Private Limited

Notes:

a) Remuneration received includes salary, Rs. 45.00 Lacs

b) Nature of employment is contractual. Other terms and conditions are as per the Board resolution and as per the Company rules.

c) Mr. Shree Gopal Tantia holds 1,368,022 shares in the Company which is about 9.41% of the Company''s total equity shares.

Auditors and Auditor''s Report

M/s. SRBC & Co. LLP, Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing AGM of the Company but do not offer themselves for re-appointment. The Company has received a requisition to appoint M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Firm Registration No. 301003E, as the Statutory Auditors of the Company. Consequently a consent letter and certificate from M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Kolkata, stating that their appointment, if made, will be in accordance with the provisions contained in the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, has also been received. The Audit Committee of the Board at its meeting held on 29th May,2014 has recommended the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Kolkata, as Statutory Auditors of the Company for a period of 5 years effective from the conclusion of the ensuing Annual General Meeting (AGM) subject to ratification of appointment at every subsequent AGM of the Company as required under section 139 (1) of the Companies Act, 2013. Your directors also recommend their appointment at the ensuing AGM of the Company.

As regards observations contained in the Auditors'' Report, the respective notes to the accounts are self-explanatory and, therefore, do not call for further comments.

Unpaid/Unclaimed Dividend

As on 31st March, 2014, the Company is having a sum of Rs. 2,473.75 as unpaid/unclaimed dividend lying in its Unpaid Dividend Account. During the year under review no amount which remained unclaimed and unpaid for a period of seven years, is due for transfer to Investor''s Education and Protection Fund.

Consolidated Financial Statements

In accordance with the requirements under clause 32 of the Listing Agreement of Stock Exchanges, Your Company prepared the consolidated financial statements in accordance with the Accounting Standard 21 issued by The Institute of Chartered Accountants of India. The consolidated financial statements form a part of the Annual Report.

Directors'' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' responsibility statement, it is hereby confirmed:

a. That in preparation of the annual accounts, the applicable accounting standards read with requirements set out under

Schedule VI of the Companies Act,1956, have been followed along with a proper explanation relating to the material departures, if any;

b. That the Directors have selected such accounting policies and applied them consistently, made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Company''s state of affairs as at 31st March, 2014 and of the Profit and Loss Account of the Company for the year ended on that date;

c. 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; and

d. That the Directors have prepared the annual accounts on going concern basis.

Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various government departments and from banks, financial institutions, vendors, customers and investors.

For and on behalf of the Board,

D. P. Tantia Chairman

Registered office: GPT Centre, JC-25, Sector-III, Salt Lake, Kolkata 700 098, India

Dated: 29th May, 2014

Mar 31, 2013

Dear Members,

The are pleased to present the 33rd Annual Report on business and operations of the Company and the audited accounts for the financial year ended 31 st March, 2013.

Results of operations

Tin lacs, except per share data (Rs.1 lac equals Rs.100,000)

Particulars Standalone Consolidated 2012-13 2011-12 2012-13 2011-12

Earnings before interest, tax, depreciation 4,807.34 4,567.06 7,064.27 6,721.22 and amortisation (EBIDTA)

Finance cost 2,904.29 2,285.48 3,223.38 2,599.43

Depreciation & amortisation 927.73 73457 1,925.76 1,538.19

Profit before tax (PBT) 975.32 1,547.01 1,913.13 2,583.60

Tax expense 4262 262.97 472.37 735.88

Profit after tax (PAT) 932.70 1,284.04 1,440.76 1,847.72

Minority interest 7448 272.67

Profit after tax and minority interest 932.70 1,284.04 1,366.28 1,575.05

Balance brought forward from previous year 4,763.04 3,807.53 5,659.37 4,412.85

Amount available for appropriation 5,695.74 5,091.57 7,025.66 5,987.90

Dividend 14543 218.14 14543 218.14

Dividend tax 2472 35.39 2472 35.39

Amount transferred to general reserve 50.00 75.00 50.00 75.00

Amount transferred to capital redemption reserve 58.99

Balance carried forward to next year 5,475.59 4,763.04 6,746.52 5,659.37

Earnings per share : Basic 650 9.07 9.53 11.13

Diluted 6.50 9.07 9.53 11.13

Business Results

For the year 2012-13, the total revenue of the Company stands at Rs. 33,968 lacs and Rs. 48,726 lacs in comparison with the previous year amounting to Rs. 31,757 lacs and Rs. 42,777 lacs for standalone and consolidated respectively.

EBIDTA for the year under review is Rs. 4,807 lacs and Rs. 7,064 lacs in comparison with the previous year amounting to Rs. 4,567 lacs and Rs. 6,721 lacs for standalone and consolidated respectively.

PAT for the year under review is Rs. 933 lacs and Rs. 1,441 lacs in comparison with the previous year amounting to Rs. 1,284 lacs and Rs. 1,848 lacs for standalone and consolidated respectively.

Concrete Sleeper business

During 2012-13, this business recorded a total income of Rs. 5,361 lacs and Rs. 12,714 lacs in comparison with the previous year amounting to Rs. 5,631 lacs and Rs. 11,093 lacs for standalone and consolidated respectively.

The production in the manufacturing facilities set up in Tsumeb, Namibia for the manufacture and supply of concrete sleepers in joint venture with TransNamib Holdings Limited, Namibia (A Government of Namibia undertaking) namely GPT TransNamib Concrete Sleepers (Pty.) Limited has recorded a turnover of N$ 57,833,439 (Rs. 3,711.18 lacs) and net profit after tax N$ 12,227,217 (Rs. 784.62 lacs).

The manufacture and supply of concrete sleeper at the Company''s South African subsidiary namely GPT Concrete Products South Africa (Pty.) Limited is smoothly going on and the said subsidiary has recorded a turnover of ZAR 93,226,072 (Rs. 5,980 lacs) and a PAT of ZAR 4,461,360 (Rs. 286.18 lacs).

Infrastructure business

During 2012-13, this division contributed an income of Rs. 27,375 lacs against that of Rs. 24,941 lacs in the previous year. This business segment currently has order book under execution of Rs. 1,760 crore approximately.

Wind power business

During 2012-13, the Company has disposed off its Wind Power Business situated at Irukkandurai, Radhapuram, Dist. Tirunelveli, Tamilnadu because of persistent lower generation and delay in getting payment from the Electricity Board. In the current year, this division contributed Rs. 118 lacs to the total income against that of Rs. 127 lacs in the previous year.

Dividend

The Board of Directors are pleased to recommend a dividend of Rs. 1.00 per equity share (i.e. @10% on par value of Rs. 10 each) aggregating to Rs. 145.43 lacs (excluding dividend tax of Rs. 24.72 lacs) on existing 14,543,000 nos Ordinary shares of Rs. 10 each of the Company as on 31st March 2013, subject to the approval of shareholders in the ensuing Annual General Meeting of the Company.

Share Capital

During the year under review, your Company has altered the Clause V of the Memorandum of Association of the Company by re-classifying/restructuring the Authorized share capital of the Company to Rs. 50,00,00,000 divided into 5,00,00,000 Equity Shares of Rs.10/- from Rs.50,00,00,000 divided into (a) 2,16,98,000 Equity Shares of Rs.10 each (b) 17,93,000 Compulsorily Convertible Preference Shares of Rs. 140 each and 2,00,000 Compulsorily Convertible Preference Shares of Rs. 160 each, as per the shareholders'' approval vide resolution passed through postal ballot on 28th December, 2012.

Award and recognition

Your Company has received the following awards/recognitions:

1. Status of Export House in accordance with the provisions of the Foreign Trade Policy, 2009-2014 recognised by Ministry of Commerce & Industry; and

2. Award for Star Performer of the Year 2010-11 by Engineering Export Promotion Council.

Credit Rating of Debt Instrument

The long term credit facilities continues to be rated by Credit Analysis & Research Ltd. (CARE) as BBB .

Corporate Social Responsibility(CSR)

The following CSR activities were undertaken by the Company during the year 2012-13:

A sum of Rs. 24 lacs contributed during the year under review to a charitable trust for various social upgradation programmes.

Management''s Discussion and Analysis

Management''s Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

Directors

During 2012-13, Mr. Vaibhav Tantia and Mrs. Mamta Binani were appointed as Additional Directors of the Company in the Board of Directors meeting held on 13th August, 2012 to hold office till the ensuing Annual General Meeting (AGM) of the Company. Pursuant to Section 257 of the Companies Act, 1956, notices together with requisite deposits have been received from Members proposing their appointment as Directors of the Company at the ensuing AGM.

Mr. Vaibhav Tantia was also appointed as a Whole-time Director designated as Director & Chief Operating Officer of the Company at the said meeting with effect from 13th August, 2012. The proposal seeking approval of his appointment and remuneration is being placed before the Members at the ensuing AGM.

At the Board Meeting held on 13th August, 2012, Mr. Shree Gopal Tantia and Mr. Atul Tantia were re-appointed as Managing Director and Whole-time Director of the Company respectively, with effect from 13th August, 2012. The proposal seeking approval of their re-appointment and remuneration is being placed before the Members at the ensuing AGM.

Mr. Viswa Nath Purohit and Dr. Nitindra Nath Som, Directors of the Company will retire at the forthcoming Annual General Meeting by rotation and, being eligible, offer themselves for re- appointment.

Subsidiary companies

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary companies:-

Name of subsidiary GPT Concrete GPT Investments Jogbani Highway GPT Marecom

Products South Private Limited, Private Limited Private Limited

Africa (Pty.) Limited, Mauritius South Africa

Financial year ending of the 31st March 31st March 31st March 31st March

subsidiary 2013 2013 2013 2013

No. of equity shares held with its 27,000, 2,125,000, 3,300,000, 485,920,

face value PY 27,000 PY 2,125,000 PY 3,300,000 PY 485,920

Equity shares of Equity shares of Equity shares of Equity shares o

ZAR 1 each USD 1 each Rs. 10 each Rs. 10 each

Extent of Holding 54%, 100%, 73.33%, 100%,

PY 54% PY 100% PY 73.33% PY 100%

Profit/(loss) so far as it concerns Rs. 154.54 lacs, (Rs. 59.02 lacs), (Rs. 0.37 lacs), (Rs. 24.52 lacs),

the members of the holding PY Rs. 320.19 lacs PY (Rs. 99.51 lacs) PY (Rs. 1.24 lacs) PY (Rs. 14.44 lacs)

company and not dealt with in the holding company''s accounts

Profit/(Loss) so far as it concerns Nil, PY Nil Nil, PY Nil Nil, PY Nil Nil, (PY Nil)

the members of the holding company and dealt with in the holding company''s accounts

Note:

1) The Company undertakes that the annual accounts of the above stated subsidiary companies and the related detailed information are available to the shareholders of the Company and its subsidiary companies as they seek such information at any point of time.

2) The annual accounts of the above stated subsidiary companies are also available for inspection by shareholders in the registered office of the Company and of the subsidiary companies concerned.

Human resources

During the year under review, there was a renewed thrust on attracting, developing and retaining talent. To improve the competence of employees, organizational effectiveness and productivity, a number of need-based training and development programmes are being organized. Human relations continue to be cordial.

Your Directors wish to place on record appreciation of all employees for their valuable contribution.

Voluntary De-Listing of equity shares

During 2012-13, the equity shares of the Company have been delisted from the U.P. Stock Exchange Limited of Kanpur with effect from 27th July, 2012. Now 1,45,43,000 equity shares of Rs. 10/- each of the Company, are traded only in The BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE).

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company, M/s. SRBC & CO LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Fixed Deposit

Your Company is not inviting or accepting any deposits from the public/ shareholders.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The additional information required under the provision of Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998, and forming part of the Report, is also annexed hereto.

Particulars of Employees

The name and other Particulars of Employees whose salary exceed the limits as prescribed under Section 217(2A) of the

Companies Act, 1956, read with the Companies (particulars of Employees Rules, 1975, are given below:

Name :Mr. Shree Gopal Tantia

Age :47 years

Qualification : Graduate

Date of Employment : 13th August, 2007

Designation/Nature : Managing Director of duties

Remuneration received : Rs. 6,799 gross (Rs. in Â000)

Experience : 30 years

Last employment : Managing Director,

GPT Infrastructures Private Limited

Notes:

a) Remuneration received includes salary, Rs. 6,000.

b) Nature of employment is contractual. Other terms and conditions are as per the Board resolution and as per the Company rules.

c) Mr. Shree Gopal Tantia holds 1,368,022 shares in the Company which is about 9.41% of the Company''s total equity shares.

Auditors and Auditor''s Report

M/s. SRBC & Co., Chartered Accountants, Auditors of the Company, has been converted into LLP and accordingly their name has been changed to SRBC & CO LLP, Chartered Accountants, effective from 1st April, 2013.

M/s. SRBC & CO LLP, Chartered Accountants (Formerly SRBC & Co.), Auditors of the Company, retire at the conclusion of the ensuing annual general meeting and being eligible, offer themselves for re-appointment. The Company has received a letter and certificate from M/s. SRBC & CO LLP, Chartered Accountants to the effect that their reappointment, if made, will be in accordance with the limits specified in Section 224(IB) of the Companies Act, 1956. The Audit Committee in its meeting held on 24th May, 2013 has also recommended the re- appointment of M/s. SRBC & CO LLP, Chartered Accountants, as Statutory Auditors of the Company for the financial year 2013-14. Your Directors also recommend their re-appointment at the ensuing annual general meeting of the Company.

As regards observations contained in the Auditors'' Report, the respective notes to the accounts are self-explanatory and, therefore, do not call for further comments.

Unpaid/Unclaimed Dividend

As on 31st March, 2013, the Company is having a sum of Rs. 1,187.75 as unpaid/unclaimed dividend lying in its Unpaid Dividend Account. During the year under review no amount which remained unclaimed and unpaid for a period of seven years, is due for transfer to Investor''s Education and Protection Fund.

Consolidated Financial Statements

In accordance with the requirements under clause 32 of the Listing Agreement of Stock Exchanges, Your Company prepared the consolidated financial statements in accordance with the Accounting Standard 21 issued by The Institute of Chartered Accountants of India. The consolidated financial statements form part of the Annual Report.

Directors'' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' responsibility statement, it is hereby confirmed:

a. That in preparation of the annual accounts, the applicable accounting standards were followed along with a proper explanation relating to the material departures, if any;

b. That the Directors selected such accounting policies and applied them consistently, made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Company''s state of affairs as at 31 st March, 2013 and of the Statement of Profit and Loss of the Company for the year ended on that date;

c. That the Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities; and

d. That the Directors prepared the annual accounts on going concern basis.

Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the government, banks, financial institutions, financial companies, vendors, customers and investors.

For and on behalf of the Board,

Registered office:

GPT Centre, JC-25, D. P. Tantia

Sector-III, Salt Lake, Chairman

Kolkata 700 098, India

Dated: 24th May, 2013

Mar 31, 2012

The are delighted to present the 32nd Annual Report on our business and operations of the Company and the audited accounts for the financial year ended 31st March, 2012.

Results of operations

Rs in Lakhs, except per share data (Rs 1 Lakh equals Rs 100,000)

Particulars Standalone Consolidated

2011-12 2010-11 2011-12 2010-11 Earnings before interest, Tax, depreciation 4,567.06 4,426.98 6,721.22 5,946.66 and Amortisation (EBIDTA)

Finance Cost 2,285.48 1,656.57 2,599.43 2,066.44

Depreciation & Amortisation 734.57 593.29 1,538.19 1,197.45

Profit before tax (PBT) 1,547.01 2,177.12 2,583.60 2,682.77

Tax Expense 262.97 595.15 735.88 728.16

Profit after tax (PAT) 1,284.04 1,581.97 1,847.72 1,954.61

Minority Interest - - 272.67 95.71

Profit after tax and minority interest 1,284.04 1,581.97 1,575.05 1,858.90

Profit and loss account balance brought forward 3,807.53 2,485.58 4,412.85 2,813.97

Amount available for appropriation 5,091.57 4,067.55 5,987.90 4,672.87

Dividend 218.14 172.10 218.14 172.10

Dividend tax 35.39 27.92 35.39 27.92

Amount transferred to general reserve 75.00 60.00 75.00 60.00

Balance in profit and loss account 4,763.04 3,807.53 5,659.37 4,412.85 Earnings Per Share :

Basic 9.07 15.27 11.13 17.95

Diluted 9.07 14.78 11.13 17.37

Business Results

For the year 2011-12, the total stand-alone revenue of the Company stands at Rs 31,183.49 Lakhs in comparison with the previous year amounting to Rs 37,148.58 Lakhs.

EBIDTA for the year under review is Rs 4,567.06 Lakhs compared to Rs 4,426.98 Lakhs for the previous year.

PAT for the year under review is Rs 1,284.04 Lakhs compared with Rs 1581.97 Lakhs for the previous year.

Concrete Sleeper business

During 2011-12, this business recorded a total income of Rs 5,630.51 Lakhs as against Rs 5,876.90 Lakhs in the previous year.

The production in the manufacturing facilities set up in Tsumeb, Namibia for the manufacture and supply of concrete sleepers in joint venture with TransNamib Holdings Limited, Namibia (A Government of Namibia undertaking) has commenced during the year under review. The said Joint Venture Company namely GPT TransNamib Concrete Sleepers (Pty) Limited has recorded a turnover of N$ 28,050,000 (Rs 1,822.90 Lakhs) and net profit after tax N$1,394,753 (Rs 90.64 Lakhs).

The manufacture and supply of concrete sleeper at the Company's South African subsidiary namely GPT Concrete Products (South Africa) Pty Limited is smoothly going on and the said subsidiary has recorded a turnover of ZAR 74,056,974 (Rs 4,816.11 Lakhs) and a PAT of ZAR 9,117,554 (Rs 592.94 Lakhs).

Infrastructure business

During 2011-12, this division contributed an income of Rs 24,940.55 Lakhs against that of Rs 30,668.74 Lakhs in the previous year. This business segment currently has order book under execution of Rs 1400 crore approximately.

Wind power business

During the current year, this division contributed Rs 127.36 Lakhs to the total income against that of Rs 121.78 Lakhs in the previous year.

Dividend

The Board of Directors are pleased to recommend a dividend of Rs 1.50 per equity share (i.e. 15% on par value of Rs 10 each) aggregating to Rs 218.14 Lakhs (excluding dividend tax of
Share Capital

During the year under review, your Company allotted 775,000 Equity Shares of Rs 10/- each fully paid up at a premium of Rs 130/- per share upon conversion of 5,75,000 equity warrants of Rs 140/- each and 2,00,000 compulsorily convertible preference shares of Rs 140/- each as per the option for conversion exercised by the warrant holder as well as convertible preference share holders, respectively. Consequently, the paid-up equity share capital of the Company increased to Rs 145,430,000.

As on 31st March, 2012, neither the Company has any Preference Share Capital nor any outstanding Warrants, compulsorily convertible preference shares or other convertible instruments.

Credit Rating of Debt Instrument

The long term credit facilities continues to be rated by Credit Analysis & Research Ltd (CARE) as BBB .

Corporate Social Responsibility(CSR)

The following CSR activities were undertaken by the Company during the year 2011-12:

A sum of Rs 45.00 Lakhs contributed during the year under review to a charitable trust for various social upgradation programmes.

Management's Discussion and Analysis

Management's Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

Directors

Mr. Dwarika Prasad Tantia and Mr. Shree Gopal Tantia, Directors of the Company will retire at the forthcoming Annual General Meeting by rotation and, being eligible, offer themselves for re-appointment.

Subsidiary companies

During 2011-12, your Company continues to hold 54% shareholding of a joint venture company namely GPT Concrete Products South Africa (Pty) Limited, co-promoted in South Africa with the object inter alia to manufacture and supply concrete sleepers in South Africa.

Your Company promoted another wholly-owned subsidiary namely GPT Investments Private Limited, incorporated on 27th March 2008 in Republic of Mauritius with the object mainly to part finance your Company's subsidiary in South Africa and other overseas projects.

Your Company also co-promoted a subsidiary company namely Jogbani Highway Private Limited, incorporated on 31st May,2010 as special purpose vehicle (SPV) for the purpose of executing a road project awarded by National Highway Authority of India on Design Built Finance Operate and Transfer (DBFOT) on annuity basis. Your Company holds 73.33% equity shares in the said subsidiary. The Company also acquired 250,000 nos. 12% Non-cumulative Redeemable Preference Shares of Rs 100/- each fully paid up of the said subsidiary through preferential allotment on private placement basis.

Your Company acquired Superfine Vanijya Pvt. Limited (Name changed to GPT Marecom Private Limited) as wholly-owned subsidiary for the purpose of establishing and running an export-oriented unit (EOU) for manufacture of PVC Revetment Concrete Mattress generally used for maritime protection works.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary companies:-

Name of subsidiary GPT Concrete GPT Investments Products South Private Limited, Africa, (Pty) Mauritius Limited, South Africa

Financial year ending 31st March 2012 31st March 2012 of the subsidiary

No. of equity shares 27,000 2,125,000 held with its face (PY- 27,000) Equity (PY- 27,000) Equity value shares of ZAR 1 each shares of USD 1 each

Extent of Holding 54% (PY 54%) 100% (PY 100%)

Profit/(loss) so far as Rs 320.19 Lakhs (Rs 99.51 Lakhs) it concerns the (PY - Rs 119.77 (PY - Rs 242.94 members of the Lakhs) Lakhs) holding company and not dealt with in the holding company's accounts

Profit/(Loss) so far as Nil (PY Nil) Nil (PY Nil) it concerns the members of the holding company and dealt with in the holding company's accounts

Name of subsidiary Jogbani Highway GPT Marecom Private Private Limited

Financial year ending 31st March 2012 31st March 2012 of the subsidiary

No. of equity shares 3,300,000 485,920 held with its face (PY- 3,300,000) (PY-485,920) Equity value Equality shares shares of Rs 10/- of Rs 10/- each each

Extent of Holding 73.33%(PY-73.33%) 100% (PY 100%)

Profit/(loss) so far as Rs 1.24 Lakhs (Rs 14.44 Lakhs) it concerns the PY - NIL PY - Rs 4.56 Lakhs members of the holding company and not dealt with in the holding company's accounts

Profit/(Loss) so far as Nil (PY Nil) Nil (PY Nil) it concerns the members of the holding company and dealt with in the holding company's accounts

Note:

1) The Company undertakes that the annual accounts of the above-stated subsidiary companies and the related detailed information are available to the shareholders of the Company and its subsidiary companies as they seek such information at any point of time.

2) The annual accounts of the above-stated subsidiary companies are also available for inspection by shareholders in the head office/registered office of the Company and of the subsidiary companies concerned.

Human resources

During the year under review, there was a renewed thrust on attracting, developing and retaining talent. To improve the competence of employees, organisational effectiveness and productivity, a number of need-based training and development programmes are being organised. Human relations continue to be cordial.

Your Directors wish to place on record their appreciation of all employees for their valuable contribution.

Listing of equity shares

During 2011-12, the Company's equity shares were listed and traded with BSE Limited under direct listing route on and from 5th December, 2011. The Company's equity shares are also listed with the Calcutta Stock Exchange Ltd. (CSE) and the U.P. Stock Exchange Ltd. (UPSE). Both Calcutta stock exchange and UP Stock Exchange have issued their listing approval/trading approval to the Company in respect of allotment 775,000 Equity Shares of Rs 10/- each fully paid up at a premium of Rs 130/- per share upon conversion of 575,000 equity warrants of Rs 140/- each and 200,000 compulsorily- convertible preference shares of Rs 140/- each.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company, M/s. SRBC & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Fixed Deposit

Your Company is not inviting or accepting any deposits from the public/ shareholders.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The additional information required under the provision of Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998, and forming part of the Report, is also annexed hereto.

Particulars of Employees

The name and other Particulars of Employees whose salary exceed the limits as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of Employees) Rules, 1975, are given below:

Name : Mr. Shree Gopal Tantia

Age : 46 years

Qualification : Graduate

Date of Employment : 13th August, 2007

Designation/Nature of duties : Managing Director

Remuneration received gross (Rs in Rs 000) : 6,000

Experience : 28 years

Last employment : Managing Director, GPT Infrastructures Private Limited

Notes:

a) Remuneration received includes only salary.

b) Nature of employment is contractual. Other terms and conditions are as per the Board resolution and as per the Company rules.

c) Mr. Shree Gopal Tantia holds 1,368,022 shares in the Company which is about 9.41% of the Company's total equity shares.

Auditors and Auditor's Report

M/s. S.R. Batliboi & Co., Chartered Accountants, Auditors of the Company, has changed its name to SRBC & Co., Chartered Accountants, effective from 1st April,2012.

M/s. SRBC & Co., Chartered Accountants (Formerly S.R. Batliboi & Co.), Auditors of the Company, retire at the conclusion of the ensuing annual general meeting and being eligible, offer themselves for re-appointment. The Company has received a letter and certificate from M/s. SRBC & Co., Chartered Accountants to the effect that their reappointment, if made, will be in accordance with the limits specified in Section 224(1B) of the Companies Act, 1956. The Audit Committee in its meeting held on 26th May, 2012 has also recommended the re-appointment of M/s. SRBC & Co., Chartered Accountants, as Statutory Auditors of the Company. Your directors also recommend their re-appointment at the ensuing annual general meeting.

As regards observations contained in the Auditors' Report, the respective notes to the accounts are self-explanatory and, therefore, do not call for further comments.

Unpaid/Unclaimed Dividend

As on 31st March, 2012, the Company is having a sum of Rs 623.75 as unpaid/unclaimed dividend lying in its Unpaid Dividend Account, 2011. During the year under review no amount which remained unclaimed and unpaid for a period of seven years, is due for transfer to Investor's Education and Protection Fund.

Consolidated Financial Statements

In accordance with the requirements under clause 32 of the Listing Agreement of Stock Exchanges, Your Company prepared the consolidated financial statements in accordance with the Accounting Standard 21 issued by The Institute of Chartered Accountants of India. The consolidated financial statements form a part of the Annual Report.

Directors' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' responsibility statement, it is hereby confirmed:

a. That in preparation of the annual accounts, the applicable accounting standards were followed along with a proper explanation relating to the material departures, if any;

b. That the Directors selected such accounting policies and applied them consistently, made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Company's state of affairs as at 31st March, 2012 and of the Profit and Loss Account of the Company for the year ended on that date;

c. That the Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities;

d. That the Directors prepared the annual accounts on going concern basis.

Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the government and from banks, financial institutions, financial companies, vendors, customers and investors.

Registered office: For and on behalf of the Board,

JC-25, Sector-III, Salt Lake,

Kolkata 700 098 D. P. Tantia

Dated: 26th May, 2012 Chairman

Mar 31, 2010

We are delighted to present the 30th Annual Report on our business and operations and the audited accounts for the financial year ended 31st March 2010

1. Results of Operations

Rs. in thousands, except per share data

2010 2009

Operating profit before interest and depreciation (EBITDA) 436,339 255,469

Interest 143,152 123,625

Depreciation 48,537 33,811

Operating profit before tax 244,650 98,033

Provision for taxation 88,129 15,395

Net profit after tax 156,521 82,638

Profit and loss account balance brought forward 139,179 73,665

Amount available for appropriation 295,700 156,303

Dividend

Interim 17,770 -

Final 7,650 12,500

Total dividend 25,420 12,500

Dividend tax 4,222 2,124

Amount transferred to general reserve 17,500 2,500

Balance in profit and loss account 248,558 139,179

EPS

Basic 15.07 11.56

Diluted 12.07 11.56

2. Business

Our total stand alone revenue increased to Rs. 3,072,968 thousand from Rs. 1,987,859 thousand in the previous year, at a growth rate of 55%.

Our EBITDA for the year under review is Rs. 436,339 thousand compared to Rs. 255,469 thousand for the previous year, up from 12.85% to 14.20% of the total income for the current year, an increase of 71% compared to the previous year.

Our PAT for the year ended 31st March 2010 is Rs. 156,521 thousand compared to Rs. 82,638 thousand for the year ended 31st March 2009, an increase of 89%.

3. Concrete Sleeper Business

During 2009-10, this business recorded a total income of Rs. 470,934 thousand as against Rs. 618,949 thousand, due to suspension of production at its works at Panagarh for about 62 days because of reasons attributable to major buyers.

This year we received an order from IRCON International Limited for supply of 143,000 sleepers for their project in Sri Lanka at an order valued at USD 5 Million, in a project funded by Export Import Bank of India under a Government of India Line of Credit to the Government of Sri Lanka.

The export order worth USD 12.62 million from Mozambique, a world bank-funded project, is under smooth execution which is likely to be completed in current year 2010-11, due to additional orders received from the buyer.

We are pleased to report that the plant at Ladysmith, KwaZulu Natal Province, South Africa to manufacture pre-stressed concrete sleepers against the order received from Transnet Freight Rail, a division of Transnet Limited, a company under the Ministry of Public Enterprise, Republic of South Africa undertaken during 2008-09 by your Company's overseas subsidiary namely; GPT Concrete Products South Africa (Pty) Limited, was successfully commissioned and commercial production commenced on and from 1st April 2009.

During the year ended 31st March 2010, a Memorandum of Agreement was entered into between the Company and The Government of the Republic of Namibia represented by Ministry of Works & Transport and TransNamib Holdings Limited, Namibia, under Public Private Partnership (PPP) model for the purpose of undertaking a project for setting-up a plant for manufacture and supply of concrete sleepers in Tsumeb, Namibia. This project shall have an estimated project cost of N$50 million approximately (equivalent to USD 6.60 million or Rs. 31 crore approximately).

4. Civil and core infrastructure business

During 2009-10, this division contributed towards a record total income of Rs. 2,607,002 thousand against that of Rs. 1,359,024 thousand for the previous year, a growth of 92%. This business currently has order under execution of Rs.1,148 crore as on 31st March 2010.

We are pleased to inform that the Company in joint venture with another construction company have received an order from National Highways Authority of India (NHAI) for construction of major bridges and road under the Build Operate and Transfer (BOT) on Annuity basis.

5. Wind power business

During the current year, this division contributed Rs. 14,458 thousand to the total income against that of Rs. 12,820 thousand in the previous year, indicating an increase of 13% over the last year.

6. Dividend

Your directors have declared an interim dividend of Rs. 1.25 per equity share of Rs. 10 each aggregating to Rs. 12,750 thousand (excluding Dividend tax Rs. 2,118 thousand) and Rs. 2.80 per Compulsorily Convertible Preference Shares of Rs. 140 (CCPS) aggregating to Rs. 5,020 thousand (excluding Dividend tax Rs. 833 thousand). The Board of Directors are pleased to recommend an additional final dividend of Rs. 0.75 per equity share of Rs. 10 each aggregating to Rs. 7,650 (excluding Dividend tax Rs. 1,271 thousand).

7. Share capital

In the Extra-Ordinary General Meeting of the Company held on 24th December 2009, the Company's Authorised Share Capital increased to Rs. 40,00,00,000 divided into 148,98,000 equity shares of Rs. 10 each ranking pari-passu with the existing share capital and 17,93,000 compulsorily convertible preference shares of Rs. 140 each.

During 2009-10, your Company allotted 2,00,000 equity shares of Rs. 10 each at a premium of Rs. 90 per share to GPT Employees Welfare Trust under ESOP scheme.

Preferential allotment of equity warrant

During 2009-10, with the approval of the shareholders, the Board of Directors of the Company at the meeting held on 6th January 2010 allotted 11,75,000 convertible equity warrants at a price of Rs. 140 each on preferential basis. Each equity warrant carries a right to convert into one equity share of Rs. 10 at a premium of Rs. 130 per share, over a period of 18 months from the date of allotment.

Preferential allotment of compulsorily convertible preference share (CCPS)

During 2009-10, with the approval of the shareholders, the Board of Directors of the Company at the meeting held on 6th January 2010 allotted 17,93,000 compulsorily convertible preference shares (CCPS) at a price of Rs. 140 each on preferential basis to a private equity investor. Each CCPS carries a right to convert into one equity share of Rs. 10 at a premium of Rs. 130 per share, over a period of 18 months from the date of allotment.

The above issue was raised for the purposes of long term working capital of the Company and has accordingly been utilised as such.

8. Employees Stock Option Scheme

With a view to enable its employees to participate in the future growth and success, the Company introduced Employee Stock Option Scheme-2009 ("ESOP Scheme") in the Financial Year 2009-2010. With the approval of shareholders, the Board of Directors of the Company at its meeting held on 2nd January 2010, allotted 2,00,000 equity shares of Rs. 10 each at a premium of Rs. 90 per share to GPT Employees Welfare Trust for the purpose of issuing shares to the eligible persons under the ESOP Scheme.

As approved by the members at their meeting held on 24th December 2009, the Employees Stock Option Scheme was introduced by the Company with broad parameters with a direction to the Board to frame the detailed Scheme. However, pending finalization of detailed scheme, no options have been granted to the Employees by the Compensation Committee of the Board.

The disclosures as stipulated in accordance with the SEBI Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines 1999 as at 31st March 2010 are as under:-

Date of Board Approval : 30.11.2009

Date of Shareholder's Approval : 24.12.2009

Number of Options to be granted : 200,000

Vesting Period : 1 - 5 years

Exercise Period : 5 years from vesting period

However, the other details are not applicable pending grant of options. The broad scheme as approved by the members in their Extra Ordinary General Meeting (EGM) held on 24th December 2009 is annexed hereto.

9. Credit rating of debt instrument

During 2009-2010, the Company obtained the domestic credit ratings of BBB from Credit Analysis & Research Ltd (CARE) for the long term credit facilities.

10. Management's Discussion and Analysis

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

11. Directors

Mr. Vishwa Nath Purohit and Dr. Nitindra Nath Som, Directors of the Company will retire at the forthcoming Annual General Meeting by rotation and, being eligible, offer themselves for re- appointment.

During 2009-10, Mr. Kunal Kumthekar, the nominee of Nine Rivers Capital Limited, Mauritius, was appointed as an Additional Director of the Company in the Board of Directors meeting held on 6th January 2010 and as such hold office up to the date of ensuing Annual General Meeting of the Company. The Company received requisite notice in writing from a member proposing the candidature of Mr. Kumthekar to the office of a Director.

12. Subsidiary Companies

During 2009-10, your Company continues to hold 54% shareholding of a joint venture company namely GPT Concrete Products South Africa (Pty) Limited, co-promoted in South Africa with the object inter alia to manufacture and supply concrete sleepers. As reported earlier, the commercial production of the unit set up by the said subsidiary commenced on and with effect from 1st April 2009.

Your Company promoted another wholly-owned subsidiary namely GPT Investments Private Limited, incorporated on 27th March 2008 in Republic of Mauritius with the object mainly to part finance your Company's subsidiary in South Africa and other overseas projects.

The audited accounts as at and for the period ended 31st March 2010 of both the said subsidiaries are annexed to the Annual Report of your Company.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies:-

Name of Subsidiary GPT Concrete Products South GPT Investments Private Limited, Africa (Pty) Limited, South Africa Mauritius

Financial Year ending of the Subsidiary 31st March 2010 31st March 2010

No. of Equity Shares held with its face value 27,000 (PY 27,000) Equity Shares 2,125,000 (PY 2,125,000) Equity of ZAR 1 each Shares of USD 1 each

Extent of Holding 54% (PY 54%) 100% (PY 100%)

Profit / (Loss) so far as it concerns the members Rs. 7,827 thousand (PY Loss of Rs. 25,606 thousand of the holding company and not dealt with Rs. 4,032 thousand) (PY Rs. 6,652 thousand) in the holding company's accounts

Profit / (Loss) so far as it concerns the members Nil (PY Nil) Nil (PY Nil) of the holding company and not dealt with in the holding company's accounts

13. Human resources

During the year under review, there was a renewed thrust on attracting, developing and retaining talent. To improve the competence of employees, organisational effectiveness and productivity, a number of need-based training and development programmes were organised. Human relations continued to be cordial.

Your Directors wish to place on record their appreciation of all the employees for their valuable contribution.

14. Listing of the equity shares

The Company's equity shares are listed with The Calcutta Stock Exchange Ltd. (CSE) and The U.P. Stock Exchange Association Ltd. (UPSE). During 2009-10, the Company issued/allotted 2,00,000 equity shares to GPT Employees Welfare Trust under the ESOP Scheme in respect of which the both the Stock Exchange has already issued its Listing Approval to the Company.

15. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, M/s. S. R. Batliboi & Associates confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The additional information required under the provision of Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998, and forming part of the Report, is also annexed hereto.

17. Particulars of Employees

The name and other Particulars of Employees whose salary exceed the limits as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of Employees) Rules, 1975, are given below:

Name : Mr. Shree Gopal Tantia

Age : 45 years

Qualification : Graduate

Date of Employment : 13th August 2007 Designation /

Nature of Duties : Managing Director

Remuneration received gross (Rs. in '000) : 3,280

Experience : 26 years

Last employment : Managing Director, GPT Infrastructures Private Limited

Notes:

a) Remuneration received includes only salary.

b) Nature of employment is contractual. Other terms and conditions are as per the Board resolution and as per the Company rules.

c) Mr. Shree Gopal Tantia holds 13,68,022 shares in the Company which is about 13.41% of the Company's total equity shares.

18. Auditors and Auditor's Report

During 2009-10, M/s. S.M. Bengani & Company, Chartered Accountants, the Auditors of the Company resigned from the statutory auditor ship of the Company. The Board placed on record its deep sense of appreciation for the co-operation and valuable advices received from him from time to time during his tenure of office as the Company's Statutory Auditors.

On the recommendation of the Audit Committee as well as the Board, your Company at its Extra-ordinary General Meeting held on 24th December 2009, appointed M/s. S.R. Batliboi & Associates, Chartered Accountants, Kolkata, as the Company's Statutory Auditors to fill up the causal vacancy caused by the resignation M/s. S.M. Bengani & Company, Chartered Accountants, to hold the office up to the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re- appointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for appointment within the meaning of Section 226 of the said Act.

As regards observations contained in the Auditors' Report, the respective notes to the accounts are self-explanatory and, therefore, do not call for further comments.

19. Directors' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' responsibility statement, it is hereby confirmed:

a. That in preparation of the annual accounts, the applicable accounting standards were followed along with a proper explanation relating to the material departures, if any;

b. That the Directors selected such accounting policies and applied them consistently, made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Company's state of affairs as at 31st March 2010 and of the Profit and Loss Account of the Company for the year ended on that date;

c. That the Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities;

d. That the Directors prepared the annual accounts on going concern basis.

20. Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Government and from banks, financial institutions, financial companies, vendors, customers and our valued investors.

For and on behalf of the Board,

Registered office: D. P. Tantia

Jeewansatya Chairman

DD-6, Salt Lake City

Kolkata 700 064

Dated: 22nd May 2010

Mar 31, 2007

The Directors have pleasure in presenting their 27th Annual Report for the financial year ended 31 st March 2007.

Financials

(Rs. in Â000)

Current Year Previous Year

Turnover

- Domestic 730,212 151,737

- Exports 239,247 969,459 6,074 157,811

Profit before interest and depreciation (PBID) 107,746 7,483

Interest and finance expenses 38,040 4,238

Profit before depreciation (PBD) 69,706 3,245

Depreciation 26,943 1,990

Profit before taxation (PBT) 42,763 1,255

Taxation 5,493 310

Profit after taxation (PAT) 37,270 945

Balance of profit from previous year 27,000 19,350

Profit available for appropriation 64,270 20,295

Appropriation

Proposed dividend on equity shares 2,345

Tax on above dividend 398

Transfer to General Reserve 3,000

Surplus retained in profit and loss account 58,527 20,295

Dividend

Your Directors recommend a dividend of Rs. 2 per equity share on increased capital (after considering an issue of shares to shareholders of companies/division merged) for the year st ended 31 March 2007.

Amalgamation

GPT Infrastructures Private Limited (GIPL), GPT Agro-Tech Limited (GATL) and the de-merged loan division of RNT Consultants & Investors Private Limited

(RNT) were amalgamated into your st Company with effect from 1 April 2007 in terms of the order for amalgamation approved by the Hon''ble High Court in th Kolkata on 18 July 2007 after the requisite approval of the Board of Directors and members at the extra- ordinary meeting of the respective companies.

This amalgamation shall be beneficial to the shareholders of all the companies including yourselves.

Performance and future outlook

Your Company has achieved a record

turnover of Rs. 97 crore which included Rs. 24 crore on account of exports resulting in a net profit (after tax) amounting to Rs. 3.73 crore.

Track product division

During the year, one more line of production was commissioned, enhancing our annual capacity from 240,000 sleepers to 480,000 sleepers. The export order worth US$ 12.62 million from Mozambique is being smoothly executed. The Company bagged another export order from Myanmar for US$ 5.60 million, a Government of India-funded project. The major part of the export order shall be executed in the current year.

Civil and core infrastructure

Following the amalgamation, the Company ventured into the infrastructure sector, one of the fastest growing in the world. During the year under review, this division contributed a turnover of Rs. 57 crore. It is now executing a World Bank-funded contract for the rehabilitation of a bridge in Mozambique and bagged another similar contract. This division possessed an order book of Rs. 234 crore for construction contracts under execution.

Wind power division

Two windmills of 1.25 MW each were commissioned in the last quarter of 2005-06 and are operating smoothly. This division helped enhance post-tax profitability due to fiscal benefits available for such projects.

Increase in authorized share capital In the Extra-ordinary General Meeting of th the Company held on 11 August 2007, the authorized share capital of the Company increased to Rs. 25,000,000 divided into 2,500,000 equity shares of Rs. 10 each ranking pari-passu with the existing share capital.

Directors

Mr. Vaibhav Tantia was appointed as Additional Director in the meeting of the Board of Directors held on 13th August 2007. In the same board meeting, Mr. S. G. Tantia, a Director of the Company, was appointed as the Managing Director while Mr. Vaibhav

Tantia was appointed as the Wholetime Director designated as Director (Projects) effective from the same date subject to approval of members in the forthcoming AGM. Mr. Vaibhav Tantia holds office only up to the forthcoming AGM and a notice under Section 257 of the Companies Act, 1956 was received from a Member, signifying his intention to propose his appointment as director.

Mr. S.G. Tantia and Mr. Vaibhav Tantia were the Managing Director and Wholetime Director respectively of one of the transferor companies amalgamated i.e. GPT Infrastructures Private Limited. Mr. S. G. Tantia, a graduate, possesses a vast experience of about 20 years in the infrastructure industry. Mr. Vaibhav Tantia, B.Sc (Economics & Civil Engineering) from University of Pennsylvania, USA, is young and energetic with an excellent academic background and hands-on experience of three years.

The terms of appointment and remuneration of Mr. Arun Kr. Dokania, Director (Finance) and Mr. Atul Tantia were revised in the Board of Directors'' meeting held on 13th August 2007 with effect from 1st August 2007, subject to the approval of members in forthcoming AGM. In the said Board meeting, the designation of Mr. Atul Tantia, the Wholetime Director, was changed from Executive Director to Director (Operations).

The above appointments, along with their terms of remuneration, as well as the aforesaid revision in terms, require the approval of members in the ensuing AGM.

Sri D.P. Tantia and Mr. S. G. Tantia retire by rotation and, being eligible, offer themselves for re-appointment.

Human resources

During the year under review, there was a renewed thrust on attracting, developing and retaining talent. To improve the competence of employees, organizational effectiveness and productivity, a number of need-based training and development programmes were organized. Industrial relations continued to be cordial.

Your Directors wish to place on record their appreciation of all the employees for their valuable contribution.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The additional information required under the provision of Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998, and forming part of the Report, is also annexed hereto.

Particulars of employees

Particulars of Employees as required vide Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of Employees) Rules, 1975, are not applicable.

Compliance certificate

The compliance certificate, in compliance with the proviso to Sub- section (1) of Section 383A of the Companies Act, 1956, read with the Companies (Compliance Certificate) Rule, 2001, is attached herewith and forms a part of the report.

Auditors

M/s. S.M. Bengani & Company, chartered accountants, the auditors of the Company retire at the conclusion of the ensuing Annual General Meeting, and, being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Auditors'' report

As regards observations contained in the auditors'' report, the respective notes to the accounts are self-explanatory and, therefore, do not call for further comments.

Directors'' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' responsibility statement, it is hereby confirmed:

1) That in preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to the material departures, if any;

2) That the Directors have selected such accounting policies and applied them consistently, 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 as at 31st March 2007, and of the Profit and Loss Account of the Company for the year ended on that date;

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 annual accounts on a going concern basis.

Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the central government, the state governments and from banks, financial institutions, financial companies, vendors, customers and our valued investors.

For and on behalf of the Board,

Registered office:

Jeewansatya

DD-6, Salt Lake City D. P. Tantia

Kolkata 700 064 Chairman

Dated: 14 August 2007

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