G G Dandekar Properties Ltd Directors Report

for the Financial Year 2025-26

To,

The Members,

G. G. Dandekar Properties Limited

Your Directors have the pleasure of presenting the 87th Annual Report with the Audited Statement of Accounts of the Company for the financial year ending 31st March 2026.

FINANCIAL PERFORMANCE

(Amt. Rs. Lakhs)

Particulars	Standalone		Consolidated
	2025-2026	2024-2025	2025-2026	2024-2025
Total Income	441.80	421.74	437.41	414.08
Profit/(Loss) before exceptional items and tax	(75.65)	(146.24)	(80.04)	(153.90)
Exceptional Items	360.26	-	132.94	-
Profit before tax from Operations	284.61	(146.24)	52.89	(153.90)
Tax Expense (Current and Deferred Tax)	11.54	(125.04)	11.54	(125.04)
Net Profit/(Loss) after Tax from Operations	273.07	(21.20)	41.35	(28.87)
Share of Profit of Associate Company	-	-	120.53	34.98
Net Profit / (Loss) for the year from Operations	273.07	(21.20)	161.88	6.11
Other Comprehensive Income	(0.42)	(0.28)	11.07	14.17
Total Comprehensive Income for the year, net of tax	272.64	(21.48)	172.94	20.30

Note:

Consolidated results show the companys sharein the net profit of the associate company,viz. Navasasyam Dandekar Private Limited.

DIVIDEND

Considering the Companys financial performance, growth plans and related funding requirements, your Directors do not recommend any dividend for the financial year 2025-26.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Particulars of the amounts proposed to be carried to reserves have been covered in Notes to the financial statements of the company.

CAPITAL STRUCTURE:

During the year under review, the Companys authorized share capital stood at Rs. 20,000,000 divided into 20,000,000 equity shares of Rs. 1/- each. The issued, subscribed, and paid-up share capital as of March 31,2026, stood at Rs. 4,761,387/- divided into 4,761,387 equity shares of Rs. 1/- each.

There was no change in share capital during the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A) STATE OF COMPANYS AFFAIRS:

G. G. Dandekar Properties Limited (your Company) is engaged in real estate -leasing of property business. During the year under review, your Company continues to operate in only one vertical commercial real estate - leasing of commercial property.

During the year under review, your Company continued to have the same number of properties owned by it. Both the properties in Pune and Nagpur are generating steady lease rental income in form of license fees.

After the end of the financial year, the Company entered into a Service Agreement with Bootstart Spaces and Hospitality Private Limited (related party with effect from 2^nd June 2026) for the management and operation of the office spaces owned by the Company. The arrangement forms part of the Companys strategy to strengthen the management of its commercial real estate assets and enhance the quality of services provided to occupants. The Board believes that this strategic association will maximize occupancy, manage the Companys office spaces efficiently, enhance customer service standards and will ensure better utilization of the Companys assets, thereby creating long-term value for the Company and its stakeholders.

Associate Company:

Navasasyam Dandekar Private Limited (hereinafter referred to as NDPL), is the associate company of your Company.

During the year under review, your Company received Rights issue offer letter dated 15 July 2025 from the Associate Company. The Board of Directors through resolution passed on 23^rd July 2025, decided not to subscribe for the same. Further the Board of Directors decided and requested Board of Directors of NDPL to convert the CCPS (Compulsorily Convertible Preference Shares) holding into Equity shares. The said request was considered, approved and pursuant to the Terms of Issue of the CCPS, the 14,989 CcPs of face value Rs. 100/- each held by your company in NDPL got converted into 14,989 Equity shares of face value Rs. 1/- each in the ratio 1:1 on 8^th August 2025.

During the year under review, your Company received Buy-back offer letter on 6^th November 2025 from NDPL, for purchasing 30,730 of its own equity shares from its existing shareholders. In the meeting of Board of Directors of your Company, the Board decided to accept the offer and tender shares held by your company in the offer. As effect of the Buyback of shares, the shareholding % of your Company in its Associate company reduced from 49% to 33.31% from 27^th November 2025. NDPL continues to be an Associate Company.

B) INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian commercial real estate sector continued to demonstrate resilience during FY 2025-26, supported by sustained economic growth, increasing formalisation of businesses, expansion of Global Capability Centres (GCCs), growth in IT/ITES, engineering, manufacturing and service sectors, and increasing demand for quality commercial office spaces.

Commercial leasing activity remained healthy across major cities, driven by occupiers preference for well-managed office spaces offering operational efficiency, flexibility and superior workplace experience. Occupiers increasingly sought professionally managed workspaces that provide integrated facilities and value-added services.

In Maharashtra, particularly in Pune, commercial real estate continued to benefit from infrastructure development, improving connectivity, industrial expansion and growing demand from technology, engineering, logistics, education and professional service sectors.

The Companys efforts of efficient property management, maintaining quality infrastructure and enhancing customer experience continued during the period under review.

C) OPPORTUNITIES AND THREATS

State of Maharashtra attracted the highest Foreign Direct Investment (FDI) inflows in India during FY 2025-26. This positive investment climate, together with rising commercial activity in and around Pune, has driven stronger demand for commercial real estate. Additionally, as employers with larger workforces increasingly prefer office-based operations over remote work, demand for flexible leasing solutions such as co-working spaces and managed offices·has grown substantially.

The uptake is further supported by innovative office concepts, business-friendly initiatives, and high-quality tenant amenities, all of which are contributing to sustained expansion in the commercial leasing market.

Threat related to real estate industry include following amongst others:

1. Political uncertainty - the change in leadership affects heavily the taxation system which has link to the real estate sector. When the political scenario changes, economic environment gets influenced. A war between the countries may affect the real estate industry.

2. Interest rates- when interest rates rise, it has firm impact on real estate markets. This rise will reduce the demand amongst the customers.

3. Economy and affordability - when the economy goes down, the affordability of the potential customer also goes down which in turn affects the growth of real estate industry. Regulatory changes and compliance requirements.

4. Natural disaster-When natural disaster occurs, it affects the real estate industry adversely.

D) SEGMENT-WISE PERFORMANCE OR PRODUCT-WISE PERFORMANCE

During the year under review, your company continues to operate in one segment only which is real estate leasing of property. Accordingly, there are no separate reportable business segments.

Pune is a rapidly developing city and counted among the best urban infrastructure in India. It is ranked second in the Ease of Living Index 2020 by the Ministry of Housing and Urban Affairs in India. It was ranked highest among all Indian cities by Mercers 21st Annual Quality of Living Rankings in 2019 and ranked seventh in terms of per capita income.

The citys real estate sector growth is driven by IT, education, automobile, and manufacturing sectors. Indias Smart Cities Mission has driven the growth of Punes urban infrastructure. Investments valued at more than Rs. 650 Bn are expected to be infused over eight years for establishing metro rail links, a new airport terminal, and a ring road.

E) OUTLOOK

• The outlook for FY 2025-26 remains positive, with Expansion of Global Capability Centres and multinational corporations, sustained demand for professionally managed office spaces and increasing preference for flexible and managed workspaces.

• Stable demand from IT, engineering, consulting, healthcare, education and financial services sectors is expected to drive further growth.

• Infrastructure development in Pune seems improving commercial attractiveness of the city.

F) RISK AND CONCERNS

- Geopolitical and macroeconomic risk: Adverse geopolitical developments or global economic headwinds could weaken investor confidence and slow demand for commercial real estate, negatively affecting leasing activity and asset valuations.

- Concentration risk: A significant portion of the Companys revenue is derived from a limited number of properties and geographic locations. This concentration may increase vulnerability to localized market downturns, tenant defaults, or regulatory changes.

- Interest-rate and debt-servicing risk: Volatility in interest rates and changes in financing conditions could increase the Companys debt-servicing costs and impact cash flow and profitability.

- Financial performance risk: Elevated fixed costs and finance expenses may compress margins or produce low/negative returns on certain investments, particularly during periods of subdued rental growth.

- Key management personnel (KMP) and human-capital risk: The Companys relatively flat organizational structure and lean team create dependency on a small number of key individuals. Changes in KMP or shifts in workforce requirements·driven by technology adoption such as AI·may affect operational continuity and execution.

The Board regularly reviews these risks and the adequacy of mitigation measures, including portfolio diversification, active tenant management, prudent leverage levels, cost control, succession planning, and technology-driven productivity improvements.

G) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

H) COMPANYS FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Standalone:

During the financial year under review, your company has achieved turnover of Rs. 441.80 Lakhs (previous year Rs. 421.74 Lakhs). The Loss before exceptional items and tax for the period is Rs. 75.65 Lakhs (as against loss of Rs. 146.24 Lakhs during the previous year). The net Profit for the period is Rs. 273.07 Lakhs (as against net loss Rs. 21.20 Lakhs during the previous year).

Consolidated (Includes PAT of Associate Company proportionate to Company share):

During the financial year under review, your company has achieved turnover of Rs. 437.41 Lakhs (previous year Rs. 414.08 Lakhs). The loss before exceptional items and tax for the period is Rs. 80.04 Lakhs (as against loss of Rs. 153.90 Lakhs during previous year). The net profit for the period is Rs. 161.88 Lakhs (as against net Profit Rs. 6.11 Lakhs during previous year).

I) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FORMAT, INCLUDING NUMBER OF PEOPLE EMPLOYED

Your Company recognizes that its employees are valuable assets and continue to contribute significantly towards its growth and operational excellence.

Your Company maintains cordial industrial relations and provides a professional, safe and inclusive work environment. Continuous emphasis is placed on employee engagement, capability enhancement, compliance with statutory requirements and ethical business practices.

During the financial year, total workforce of the Company remained at 3, as on 31^st March 2026, the number of employees was 3 which was commensurate with the scale of its operations.

J) ENVIRONMENT

The Company conducts its operations with due regard to environmental sustainability. Appropriate measures are adopted in the selection and use of materials and operational practices to ensure compliance with applicable environmental laws, regulations, and standards. The Company remains committed to promoting responsible resource utilization and minimizing the environmental impact of its business activities.

K) CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

L) LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited, where your Companys shares are listed.

M) SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31^st March 2026, the Company has consolidated the accounts by taking into consideration the financials of Navasasyam Dandekar Private Limited, an associate company of the Company.

There are no companies that have become or ceased to be subsidiaries, joint ventures, or associate companies of the Company during the year.

A statement containing the salient features of the financial statements of subsidiary/joint venture/associate companies is provided in Form AOC-1, attached as Annexure IV to this report.

The Board presents Audited Standalone & Consolidated Financial Statements as prepared in compliance with the Indian Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

N) DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

Details of significant changes, i.e., change of 25% or more, as compared to the immediately previous Financial Year in key financial ratio, along with detailed explanation therefore:

Sr. no. Particulars	Ratio as on 31 March 2026	Ratio as on 31 March 2025	Percentage of change	Explanations, if any
1. Trade Payable Turnover Ratio	15.50	20.38	-23.95%	NA
2. Coverage Ratio	3.03	2.48	22.18%	NA
3. Current Ratio*	13.18	8.78	50.11%	Increase in the current assets as on March 31,2026 at a higher proportion than increase in the current liabilities as compared to the balances as on March 31,2025.
4. Debt / Equity Ratio*	0.08	0.09	-11.11%	NA
5. Return on Capital employed Ratio	-0.51%	-1.95%	-73.85%	Decrease in EBIT during the year as compared to previous year has resulted in decrease in return on capital employed.
6. Return on Investment Ratio	-12.26%	2.11%	-681.04%	Decrease in average investments as a result of the buy-back by the Associate Company and impairment in the investment value along with corresponding effect on the Statement of Profit and Loss resulted into decrease in the ratio as computed to the previous year.
7. Return on Equity Ratio	5.68%	(0.45)%	-1,362.22%	Increase in profit after tax for the current year as a result of exceptional items, has resulted in improvement in return on equity ratio.
8. Net Profit Ratio	77.72%	(5.89)%	-1,419.52%	Increase in net profit after tax for current year due to exceptional item.
9. Operating Profit Ratio (%)	64.66%	68.50%	-5.61%	NA

Note: Last year figures are re-grouped/updated as necessary. Kindly refer note number 55 on page number 56 of this report.

* Calculated in accordance with the Guidance Note issued by ICAI on Ind AS and Schedule III of the Companies Act 2013. Previous year numbers are restated accordingly.

There are no sector specific equivalent ratios for disclosure by the Company.

RETURN ON NET WORTH:

Details of change in Return on Net Worth as compared to the immediately previous Financial Year are as follows:

Sr. no. Particulars	Ratio as on 31 March 2026	Ratio as on 31 March 2025	% of change	Explanations
1. Return on Net Worth	5.68	(0.45)	-1,362.22%	Increase in net profit after tax for current year due to exceptional item has resulted in improvement in return on Net worth ratio.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A) ANNUAL RETURN:

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2024-2025 is available on the web-link (Annual Return Form MGT-7-FY-ended- 31-Mar-2024) and the Annual Return for Financial Year 2025-2026 will be made available on the website of the Company - www.ggdandekar.com once it is filed with the MCA.

B) NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Five (5) Meetings of the Board of Directors were convened and held on the dates mentioned herein below. The intervening gap between the Meetings was within the period prescribed under the Act.

Date on which meeting was held	Total strength of the Board	Number of directors present
1st April 2025	5	5
28th May 2025	5	5
8th August 2025	5	5
13th November 2025	5	5
12th February 2026	5	5

C) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors Responsibility Statement, your Directors state that:

a) in the preparation of the annual accounts for the year ended 31^st March 2026, the applicable accounting standards had been followed and there were no material departures from the applicable accounting standards;

b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2026 and of the loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively and

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

D) DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors under Section 149(7) of the Act and Regulation 16(1)(b) & 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Company has also received declarations from all the Independent Directors of the Company confirming that they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act 2013 including amendments thereunder. The said Code is available on the Companys website.

All the Independent Directors of the Company have enrolled themselves in the data bank with the Indian Institute of Corporate Affairs, New Delhi, India and eligible Independent Directors have completed the proficiency test.

E) COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has adopted a policy that lays guidelines for selection and appointment of Directors, Key Managerial Personnel and Senior Management personnel together with their remuneration. The Nomination and Remuneration Policy is available on the website of the Company which can be accessed at www.ggdandekar.com/wp-content/uploads/2024/03/Nomination-and-Remuneration-PolicyG.-G.-Dandekar-Properties-Limited.pdf

F) AUDITORS

a. Statutory Auditor

As per the provisions of Section 139 of Companies Act 2013, M/s CNK JBMS & Associates, Chartered Accountants, Pune was appointed in the adjourned 85th AGM held on 28.09.2024 for a period of five years. The second term of the statutory auditor will conclude at the conclusion of 90^th Annual General Meeting of the Company as contemplated by the provisions of Section 139 of the Companies Act, 2013.

The Company has received necessary certificate from the Statutory Auditors as required under Section 139(1) of the Companies Act, 2013 stating that their appointment is in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The auditors report does not contain any qualification, reservation, adverse remark or disclaimer.

b. Secretarial Auditor

The Board of Directors in its meeting held on 28 May 2025, had recommended appointment of M/s Bokil Punde and Associates, Company Secretaries, Pune having Unique Identification No. P2013MH032300 and peer review Certificate No. 7723/2026 as the Secretarial auditors for term of 5 years.

The members in previous AGM held on 28^th June 2025, approved appointment of M/s Bokil Punde and Associates, as the Secretarial auditors for a term of 5 years up to the conclusion of 91^st AGM of your Company.

c. Cost Auditor

As per the provisions of Section 148 of the Companies Act, 2013 and Rules made thereunder, the Company is not required to maintain cost records and appoint cost auditor.

d. Internal Auditor

As per provisions of section 138 (1) of the Companies Act, 2013 and the applicable rules, the Company has appointed CA Aditya Pathak, Proprietor of M/s A. N. Pathak and Associates, (FRN139084W) as internal auditor for undertaking the internal auditor.

G) EXPLANATION ON COMMENTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS REPORT:

Statutory Audit Report

There are no qualifications, reservations, or adverse remarks or disclaimers made by M/s. CNK JBMS & Associates, Statutory Auditors, in their Audit report. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act & Rules thereof including amendments thereunder.

Secretarial Audit Report

The Secretarial Audit Report submitted by Company Secretary in Practice according to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as a part of this report as Annexure I.

CS Bhavana Rokade, Company Secretary in Practice in her Secretarial Audit Report has provided the observation/remark which is self-explanatory.

The following table shows the qualifications, reservations, or adverse remarks or disclaimers made in the Secretarial Audit Report for FY 2025-26 and the response of the management to the same:

Sr. No. Observations of secretarial auditor	Management response
1 It was observed that the Chairman of the Audit Committee was not present at the Annual General Meeting held on 28th June 2025 to answer the queries of the members of the Company, as required under regulation 18(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Secretarial Standard - 2 for General Meetings.	The reason was expressly mentioned in proceedings of the AGM. After submission of the same, the stock exchange neither issued advisory communication nor levied any fine.
2 It was observed that the Company has dispatched the notice of the Annual General Meeting along with the copy of the annual report to its shareholders on 05th June 2025 prior to submitting the same to BSE Limited, which is in default of Regulation 3.	Unintentional time gap between the events. The management will be more careful to avoid such instance.
3 It was observed that the explanatory statement annexed to the notice of the Annual General Meeting dated 28th June 2025, relating to the appointment of the Secretarial Auditor, did not include the disclosures required under Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including the proposed fees payable, terms of appointment, basis of recommendation, details in relation to, and credentials of the Secretarial Auditor proposed to be appointed.	Non-inclusion of couple of details in the explanatory statement was unintentional. The management will be more careful to avoid such instance.
4 It was observed that certain entries pertaining to the sharing of Unpublished Price Sensitive Information during the period from 1st April 2025 to 30th September 2025 were not recorded promptly in the Structured Digital Database maintained pursuant to Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.	Efforts are taken for timely entries in database
5 It was observed that the Company has filed e-form MGT-7 with a delay of 15 days, in contravention of the provisions of Section 92(1) and (4) of the Companies Act, 2013 and Rule 11 of the Companies (Management and Administration) Rules, 2014. It was further observed that the Company has filed e-Form GNL-2 with a delay of 259 days with respect to change in designated person, in contravention of the provisions of Rule 9(8) of the Companies (Management and Administration) Rules, 2014.	Unintentional delay caused because of technical issues faced during the submission of the form.

I) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any loan or guarantee or security as contemplated by Section 186 of the Companies Act, 2013. The investment in property is continued: Suma Center, South and North wings on Floor 4 to Floor 6 (admeasuring about 30,000 sq. ft.) and South Wing on Floor 2 (admeasuring about 5,000 sq. ft.), Survey no. 8+13, CTS no. 1409+1410 Erandwane, Pune 411004.

J) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188:

The contracts or arrangements entered into by the Company with Related Parties during the financial year 2025-2026 were at arms length and in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2. Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including amendments are applicable to the Company for FY 2024-25 as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy on Related Party Transactions as adopted by the Board is uploaded on the Companys website. The disclosures as per IND-AS 24 for transactions with related parties are provided in the Financial Statements of the Company.

K) MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

There was no material change in real estate activities between the date of balance sheet and date of this report except agreement entered with Bootstart Spaces and Hospitality Private Limited as mentioned in this report.

L) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of energy and Technology Absorption:

Pursuant to Section 134 (3) (m) of the Act read with Rules there under, the report regarding conservation of energy, technology absorption is annexed herewith as Annexure II

Foreign exchange earnings and Outgo:

Sr. No. Particulars	2025-26	2024-25
i Foreign Exchange earned in terms of actual inflows during the year	Nil	Nil
ii Foreign Exchange outgo during the year in terms of actual outflows	Nil	Nil

RISK MANAGEMENT:

The Company has in place a framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through risk mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company from time to time.

During the year under review, risk assessment was carried out. After the financial year ended, a minor change in the Risk management policy was adopted effective from 29 May 2026.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As on 31^st March 2026, net worth of the Company is 49.21 Crore (previous year 46.48 crores) which is not more than Rs. 500 crores, its turnover is not more than Rs. 1,000 crores and its net profit is not more than Rs. 5 crores. The provisions of section 135 of the Companies Act, 2013 are non-applicable to the Company for FY 2024-25 and for FY 2023-24 as well.

The Company was not required to spend any amount on CSR activities in FY 2025-26 and for FY 2024-25 as well.

BOARD EVALUATION:

Pursuant to provisions of section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 annual performance evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors.

The manner in which the evaluation has been carried out is provided below.

Criteria for performance evaluation:

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of Directors. The annual evaluation of Directors is made on the following criteria:

i. Attendance for the meetings, participation and independence during the meetings;

ii. Interaction with Management;

iii. Role and accountability of the Board and

iv. Knowledge and proficiency.

DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

Your Company has an associate company Navasasyam Dandekar Private Limited (NDPL). Your company holds 49% of equity share capital in the Associate Company.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has received audited financial results of the associate company (Navasasyam Dandekar Private Limited) for the year 2025-26 and profit after tax is consolidated with the companys financial results in proportion of companys shareholding in associate company. Associate company has clocked a turnover of Rs. 3,705.36 Lakhs in the financial year ended on March 31^st 2026 (previous year Rs. 3,217.73 Lakhs), profit before tax is Rs. 386.26 Lakhs (previous year Rs. 91.63 Lakhs) and profit after tax is Rs. 305.38 Lakhs (previous year Rs. 71.39 Lakhs).

On 8^th August 2025, 14,989 nos of 6%Compulsorily Convertible (Non-Cumulative) Preference Shares of NDPL CCPS held in NDPL (associate company) having face value of Rs.100/- per issued at premium total amount invested was Rs. 380.01 Lakhs, were converted into Equity shares of Rs. 1/- in 1:1 ratio of conversion.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business and the Company continues to operate in real estate leasing activities only.

DEPOSITORY SYSTEM

Your Companys equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31,2026, 96.46% of the equity shares of the Company were held in dematerialized form.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR 2025-26:

In accordance with the Articles of Associations of the Company and the provisions of Section 152 of the Companies Act, CA Vibha Surana (DIN: 08017202) will retire by rotation at the ensuing AGM and being eligible, has offered herself for reappointment. The resolution seeking Members approval for his re-appointment forms part of the AGM Notice. The Board of Directors of your Company has recommended her appointment at the ensuing AGM.

During the year under review, composition of the Board of directors and committees remained the same.

During the year under review, neither a KMP was appointed nor any KMP resigned from the post.

Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, CA Vibha Surana (DIN: 08017202) will retire by rotation at the ensuing AGM and being eligible, has offered herself for reappointment.

The Board is of the opinion that Mr. Sanket Deshpande and Mr. Rahul Kothari, the Independent Directors, fulfil the conditions specified in the Companies Act, 2013 and the Rules thereunder and also possess requisite expertise and experience (including the proficiency) and they are persons of high integrity so as to enable the Board to discharge its functions and duties effectively.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

Your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, from the public, or its employees, etc. during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

The Company has not received any significant or material order from Regulators, Courts or Tribunals during the year, which may impact the Going Concern Status or the Companys operations in future.

The Company has neither made application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

BOARD COMMITTEES:

Your Company has in place the following Committees under the provisions of the Companies Act, 2013. There are currently four committees of the Board, namely: ^•

• Audit Committee

The Audit Committee comprises Mr. Sanket Deshpande- Chairman, Mr. Rahul Kothari- Member, Mrs. Vibha Surana- Member. During the year, the Committee met 5 times on 1^st April 2025, 28^th May 2025, 8^th August 2025, 13^th November 2025 and 6^th February 2026.

• Nomination & Remuneration Committee

The Nomination & Remuneration Committee comprises Mr. Rahul Kothari- Chairman, Mr. Sanket Deshpande - Member, Mr. Purab Gujar-Member. During the year, the Committee met once on 1^st April 2025.

• Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Mr. Rahul Kothari- Chairman, Mr. Sanket Deshpande - Member, Mr. Pranav Deshpande- Member. During the year, the Committee met once on 8^th August 2025.

The composition of the above Committees of the Board is available on the website of the Company at the link http://www.ggdandekar.com/about-u/

During the year under review, the Board has accepted all the recommendations given by the Committees of the Board, which are mandatorily required.

INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at Annexure III to this report.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism (the Policy). This Policy provides a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or leakage of Unpublished Price Sensitive Information (UPSI), by any person, who is in possession of UPSI, to any other person in any manner whatsoever, except as otherwise permitted under the SEBI (Prohibition of Insider Trading) Regulations or any other instance.

No person has been denied access to the Audit Committee in this regard. There were no complaints filed / pending with the Company during the year.

The policy has also been uploaded on the Companys website. Web-link to access the same is below:www.ggdandekar.com/wp-content/uploads/2025/05/Whistle-Blower-PolicyGGD-amended-may-2025.pdf

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors of the Company are made aware of their role, rights and responsibilities at the time of their appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Further copies of Code of Conduct for the Board of Directors and Senior Management of the Company, Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and Immediate Relatives of Designated Persons of the Company, Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information of the Company (Code of Conducts) and Policies adopted by the Board as per regulatory provisions are made available to Independent Directors at the time of joining.

The details of the familiarization program have been put on the website of the Company which can be accessed at www.ggdandekar.com/wp-content/uploads/2026/05/Familiarization-programme-for-independent-directors v3.pdf

CODE OFCONDUCT

The Company has laid down a Code of Conduct for all the Board members and Senior Management Personnel. The Code of Conduct is available on the Companys website, which can be accessed at www.ggdandekar.com/wp-content/uploads/2025/05/Code-for-Board-of-Directors-Senior-Management GGD-30.05.2025.pdf

All the Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct. A declaration to this effect signed by the Executive Director forms part of the Annual Report.

DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY

The Company has obtained Directors and Officers liability insurance coverage in respect of any legal action that might be initiated against Directors / officers of the Company.

CASH FLOW

A cash flow statement for the year ended 31^st March 2026 is attached to the Balance Sheet as a part of Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 read with Schedule VII of the Companies Act, 2013 related to spending a prescribed amount on CSR activities was not applicable during the year under review due to loss incurred by the Company.

CORPORATE GOVERNANCE:

As per Regulation 15(2), compliances under Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were applicable to the Company for FY 2025-2026. The Company during the year under review complied with the same except the following:

Sr. No. Regulation	Details
1 Regulation 18(1)(d) of the SEBI (LODR) 2015.	The Chairman of the Audit Committee was not present at the Annual General Meeting held on 28th June 2025 to answer the queries of the members of the Company, as required under regulation 18(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

In terms of Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on the Corporate Governance along with a Compliance Certificate issued by the practicing company secretary is attached as Annexure A to the said report and forms part of the Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints were received during the year 2025-26.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars of employees pursuant to section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

The particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including amendments thereunder, forms part of this report. In terms of Section 136 (1) of the Companies Act, 2013 & Rules thereof including amendments thereunder, the Directors Report is being sent to the shareholders without this Annexure. A copy of this annexure will be made available in electronic form to the Members on request raised by them on the dedicated email id of the Company at cs@ggdandekar.com.

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANYS HOLDING OR SUBSIDIARY COMPANY:

There were no instances of receiving remuneration or commission by a Managing or Whole-time Director of the company from its holding or subsidiary company during the FY 2025-26 requiring the disclosure under section 197(14) of the Companies Act, 2013.

EVENT-BASED DISCLOSURES IN DIRECTORS REPORT:

The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing to report in respect of Rule 4(4), Rule 12(9), and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has generally complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees, and bankers, during the year under the report.

For and on behalf of the Board of Directors

Purab Gujar

Chairperson Non-Executive Director

DIN:01186763

Address: Dhanashree Society, Karve Nagar,

Pune411052

Place: Pune

Date: 29 July 2026