GCCL Infrastructure & Projects Ltd Directors Report

To,

The Members

GCCL Infrastructure & Projects Limited

(CIN: L45400GJ1994PLC023416)

Your Directors feel great pleasure in presenting 32ND Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2026.

1. FINANCIAL HIGHLIGHTS:

The Summary of our operating result for the year is given below:

(Rs. in Lakhs)

S. N. PARTICULARS	As on 31st March, 2026	As on 31st March, 2025
01. Revenue from Operations	-	-
02. Other Income	59.99	0.86
03. Total Income	59.99	0.86
04. Total Expenses	46.47	124.17
05. Profit/ Loss before Exceptional Items & Tax	13.52	(123.31)
06. Less: Exceptional Items	-	-
07. Profit/(loss) before Tax	13.52	(123.31)
08. Less: Tax Expenses (Deferred Tax expense / (credit)	(0.10)	(0.80)
09. Profit/(loss) after Tax	13.62	(122.51)
10. Add :Other Comprehensive Income/(loss)	-	90.05
11. Total Comprehensive income/(loss)	13.62	(32.46)
12. Earnings per share (Basic)	3.56	(32.04)
13. Earnings per share (Diluted)	3.56	(32.04)

2. REVIEW OF OPERATIONS

During the financial year under review, the Company recorded Nil revenue from operations, mirroring the previous year. Nevertheless, key financial indicators demonstrated a substantial turnaround.

The Total Income increased significantly to Rs. 60,00,000/-, up from Rs. 86,000/- in the corresponding period of the previous year. The Profit Before Tax (Operating Profit) stood at Rs. 13,52,000/-, recovering robustly from an operating loss of Rs. 1,23,31,000/- reported in the previous year. Furthermore, the Company achieved a Net Profit of Rs. 13,62,000/-, marking a positive variance compared to the net loss of Rs. 1,22,51,000/- incurred in the previous year.

3. DIVIDEND

With a view to conserving cash resources for operational requirements and future growth, the Board of Directors does not recommend any dividend for the financial year under review.

4. TRANSFER TO IEPF

During the year under review, Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of 7 (Seven) years. Further, according to the IEPF Rules, the shares on which dividend has not paid or claimed by the shareholders for 7 (Seven) consecutive years or more shall also be transferred to the demat account of IEPF Authority.

However, Your Company did not have any funds lying unpaid or unclaimed for a period of 7 (Seven) years in Unpaid Dividend Account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

5. RESERVES

During the financial year under review, the Board of Directors, after careful consideration of the Companys financial performance and future strategic requirements, determined that no amount was required to be transferred to any specific reserves. Consequently, no transfer to reserves was made by the Company for the period under review.

6. SHARE CAPITAL OF THE COMPANY

During the year under review, the Company has taken necessary steps to implement the Resolution Plan approved by the NCLT, Ahmedabad bench with BSE.

Accordingly, as on the date of this report, the Company has filed an application for Reduction of Share Capital on BSE, and approval on the same is still awaited.

7. DEMATERIALISATION OF EQUITY SHARES

As per direction of SEBI and Bombay Stock Exchange Limited, the shares of the Company are under compulsory Demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the Demat activation number allotted to the Company is ISIN: INE438F01013.

For Reduction of Capital of physical shares, the Company is still awaited for the approval from BSE.

8. CHANGE IN MANAGEMENT AND CONTROL

During the year under review as well as till the date of this report, there was following changes in the board of directors and key managerial personnel of the company:

APPOINTMENT

During the year under review, Ms. Sheila Bharat Shah was appointed as director of the Company w.e.f 01st August, 2025.

Further During the year under review, Mr. Sohtkumar Mehta was appointed as Company Secretary and Compliance Officer of the Company with effect from 15th September, 2025.

CESSATION

Mrs. Smruti Shreyans Shah ceased to hold the office of Director with effect from 17th April, 2025, due to her sad demise. Her passing occurred subsequent to the closure of the financial year but prior to the date of this Board Report. The Board places on record its deep appreciation for her valuable contributions and unwavering commitment during her tenure.

Mr. Vinod Kanubhai Rana had resigned from the office of Company Secretary & Compliance officer w.e.f. 30th June, 2025.

Accordingly, the structure of Board of Directors and KMP is as follows on 31st March, 2026:

Sr. No. Name of Director	DIN	Designation	STATUS
1. AMAM SHREYANS SHAH	01617245	Director	Promoter and Chairman
2. PRIYANK SHIRAJBHAI JHAVERI	02626740	Independent Director	Non-executive
3. SHEILA BHARAT SHAH	02406793	Director	Non-executive
4. DIVYESH MANEKLAL SHAH	01811057	Independent Director	Non-executive
5. DHIRENDRA ANSUKHLAL AVASHIA	05145925	Independent Director	Non-executive
6. SHREYANS SHANTILAL SHAH	00034209	Whole-time director	Professional
7. SHREYANS SHANTILAL SHAH	-	Chief Financial Officer	-
8 SOHITKUMAR DINESHCHANDRA MEHTA	-	Company Secretary and Compliance Officer	-

9. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report and is appended as to this report.

10. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule-V of Listing Regulations, Separate report on Corporate Governance forms an integral part of the Integrated Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under clause E of Schedule V of the Listing Regulations, is annexed as to the Corporate Governance Report of Board Report.

11. ANNUAL RETURN

The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is at www.gcclinfra.com.

12. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

13. DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a. That in the preparation of the Annual Accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Annual Accounts have been prepared on a going concern basis;

e. That 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 applicable laws and that such systems were adequate and operating effectively.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING /OUTGO:

For the year under review, Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below:

Conservation of Energy and Technology Absorption

The Company has not made any investment for (energy conservation) and taken any specific measures to reduce energy cost per unit. However, it intends to conserve energy for future generation.

Technology Absorption

There is no research and development activity carried out by the Company.

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) – Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are:

Particulars	Year Ended 31st March, 2026	Year Ended 31st March, 2025
Foreign Exchange Earning	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The necessary disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure – I to this Report.

16. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended with this report.

During the year under review, the company does not have a Subsidiary, Wholly Owned Subsidiary, Associate company; therefore, preparation of financial statements on a consolidated basis is not applicable.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of Securities and Exchange Board of the India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

Statement regarding opinion of the Board with regard to Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed during the year:

The Board of Directors have evaluated the Independent Directors appointed during the year 2025-2026 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

(I) APPOINTMENT & RESIGNATION OF DIRECTORS

During the financial year 2025-26, there were below mentioned changes took place;

APPOINTMENT

During the financial year under review, based on the recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company has appointed, the following Directors in their Board Meetings and they hold their respective positions until the ensuing Annual General Meeting ("AGM"):

SR NO	NAME OF DIRECTOR	DESIGNATION	DIN	DATE OF BOARD APPROVAL & APPOINTMENT
1	SHEILA BHARAT SHAH	ADDITIONAL NON-EXECUTIVE DIRECTOR	02406793	01/08/2025

CHANGE IN DESIGNATION

During the financial year under review, based on the recommendation of the Nomination and Remuneration Committee, the Board proposed to the shareholders to consider and approved the change in designation of the following Directors. The shareholders approval at the Annual General Meeting held on 30th September, 2025.

SR NO	NAME OF DIRECTOR	CHANGE IN DESIGNATION	DIN	DATE OF SHAREHOLDERS MEETING
1	SHEILA BHARAT SHAH	ADDITIONAL NON-EXECUTIVE DIRECTOR	02406793	30/09/2025

RESIGNATION/CESSATION

During the financial year under review, the below-mentioned Directors tendered their resignation from the directorship of the Company.

SR. NO.	NAME OF DIRECTOR	DESIGNATION	DIN	DATE OF RESIGNATION
1	SMRUTI SHREYANS SHAH	NON-EXECUTIVE - NON INDEPENDENT DIRECTOR	01320759	17th April, 2025 due to sad demise

Accordingly, at present, the structure of Board of Directors is as follows:

SR. NO.	NAME OF DIRECTOR	DIN	DESIGNATION
1.	AMAM SHREYANS SHAH	01617245	DIRECTOR
2.	PRIYANK SHIRAJBHAI JHAVERI	02626740	INDEPENDENT DIRECTOR
3.	SHEILA BHARAT SHAH	02406793	DIRECTOR
4.	DIVYESH MANEKLAL SHAH	01811057	INDEPENDENT DIRECTOR
5.	DHIRENDRA ANSUKHLAL AVASHIA	05145925	INDEPENDENT DIRECTOR
6.	SHREYANS SHANTILAL SHAH	00034209	WHOLE-TIME DIRECTOR
7.	SHREYANS SHANTILAL SHAH	-	CHIEF FINANCIAL OFFICER

(II) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Ms. Sheila Bharat Shah (DIN: 02406793), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment and your Board recommends her reappointment.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed/reappointed are given in the Notice convening 32ND Annual General Meeting of the Company.

(III) KEY MANAGERIAL PERSONNEL

During the year under review, there were following changes in the Key Managerial Personnel of the company:

- Mr. Sohtkumar Mehta was appointed as Company Secretary and Compliance Officer of the Company with effect from 15th September, 2025.

- Mr. Vinod Kanubhai Rana had resigned from the office of Company Secretary & Compliance officer w.e.f. 30th June, 2025.

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The notice of meeting of Directors and Committees is given well in advance to all the Directors of the Company. The agenda of the Board/Committee meetings is circulated not less than 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, 8 (Eight) Board Meetings were convened and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

During the FY 2025-26, the Board of Directors of your Company met 8 (Eight) times on 03rd May, 2025, 23rd June, 2025, 1st August, 2025, 12th August, 2025, 03rd September, 2025, 15th September, 2025, 13th November, 2025 and 10th February, 2026.

Name of Director	Date of Board Meeting & Attendance								Total No. of Board Meetings attended
	03rd May, 2025	23rd June, 2025	1st August, 2025	12th August, 2025	03rd September, 2025	15th September, 2025	13th November, 2025	10th February, 2026
Amam Shreyans Shah	v	v	v	v	v	v	v	v	08
Shreyans Shantilal Shah	v	v	v	v	v	v	v	v	08
Priyank Shiraj bhai Jhaveri	v	v	v	v	v	v	v	v	08
Divyesh Maneklal Shah	v	v	v	v	v	v	v	v	08
Dhirendra Anuskhlal Avashia	v	v	v	v	v	v	v	v	08
SHEILA BHARAT SHAH	-	-	-	?	?	?	v	v	02

V- Present in the Meeting ? Absent in the meeting -Not Eligible to attend the Meeting

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 06th February, 2026 to review, among other things, the performance of non-independent directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

COMMITTEES OF THE BOARD

The Companys Board has the following Committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

(I) AUDIT COMMITTEE:

During the FY 2025-26, 6 (Six) meetings of the Audit Committee were held i.e. 03rd May, 2025, 23rd June, 2025, 12th August, 2025, 03rd September, 2025, 13th November, 2025 and 10th February, 2026. The intervening gap between two meetings was less than 120 (one hundred and twenty days). Necessary quorum was present for all the meetings.

The composition of the Audit Committee as at 31st March, 2026 and details of the attendance of the members in the meetings held during the FY 2025-26 are as follows:

Name of the Committee Member	Designation in Committee	Expertise	Category of Director	No. of meetings during the FY 2025-26
				Held	Attended
Priyank Shirajbhai Jhaveri	Chairperson	Majority members are Independent Director and majority is independent. One member has thorough financial and accounting knowledge.	Independent Non-Executive Director	6	6
Divyesh Maneklal Shah	Member		Independent Non-Executive Director	6	6
Dhirendra Anuskhlal Avashia	Member		Independent Non-Executive Director	6	6

The functions of the Audit Committee are as per Company Law and Listing Regulations prescribed by SEBI which include approving and implementing the audit procedures, review of financial reporting system, internal control procedures and risk management policies.

The Company Secretary has acted as the Secretary to the Committee.

The Committee is empowered with the role and powers as prescribed under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The Committee also acts in terms of reference and directions of the Board from time to time.

The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company.

(II) NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2026, there were 3 (three) members of Nomination and Remuneration Committee, All members were Independent Directors. A detailed charter of the Nomination and Remuneration committee is also available on the website of the company at www.gcclinfra.com.

During the FY 2025-26, 5 (Five) meetings of the Nomination & Remuneration Committee were held i.e. 23rd June,2025, 1st August, 2025, 03rd September,2025, 13th November,2025 and 10th February, 2026.

Necessary quorum was present for all the meetings

The below table highlights the composition and attendance of members of the Committee. The requisite quorum was present at the Meeting:

Name of the Committee Member	Designation in Committee	Category of Director	No. of meetings during the FY 2025-26
			Held	Attended
Priyank Shirajbhai Jhaveri	Chairperson	Non-Executive Independent Director	5	5
Divyesh Maneklal Shah	Member	Non-Executive Independent Director	5	5
Dhirendra Anuskhlal Avashia	Member	Non-Executive Independent Director	5	5

The Company Secretary has acted as the Secretary to the Committee.

The Committee is empowered with the role and powers as prescribed under Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 178 of the Companies Act, 2013 and Nomination & Remuneration Policy of the Company. The Committee also acts in terms of reference and directions of the Board from time-to-time.

The Board of Directors has framed "Remuneration and Nomination Policy" which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

(III) STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31st March, 2026, there were 3 (three) members of Stakeholders Relationship Committee (SRC). All members were Independent Directors. A detailed charter of the SRC is also available on the website of the Company at www.gcclinfra.com

During the F.Y. 2025-26, 4 (Four) meetings of Stakeholders Relationship Committee were held i.e. 23rd June,2025, 12th August, 2025, 13th November, 2025 and 10th February, 2026.

The below table highlights the composition and attendance of the members of the Committee. The requisite quorum was present at the Meeting.

Name of the Committee Member	Designation in Committee	Category of Director	No. of meetings during the FY 2025-26
			Held	Attended
Priyank Shirajbhai Jhaveri	Chairperson	Non-Executive Independent Director	4	4
Divyesh Maneklal Shah	Member	Non-Executive Independent Director	4	4
Dhirendra Anuskhlal Avashia	Member	Non-Executive Independent Director	4	4

The Company Secretary has acted as the Secretary to the Committee.

The SRC Committee deals with stakeholder relations and redressal of investors complaints pertaining to share transfer, non-receipt of annual reports, dividend payments, issue of duplicate share certificate, transmission of shares and other miscellaneous complaints. In accordance with Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has authorized the Companys Registrar and Transfer Agent (RTA) BIGSHARE SERVICES PVT. LTD. to approve the share transfers / transmissions and to comply with other formalities in relation thereto in coordination with the Compliance Officer of the Company. All the investors complaints, which cannot be settled at the level RTA and the Compliance Officer, will be placed before the Committee for final settlement.

The detailed particulars of Stakeholders complaints handled by the Company and its Registrar & Share Transfer Agent during the year 2025-26 are as under:

Nature Of Complaints	Opening At The Beginning Of Year	Received During The Year	Redressed	Pending At The End Of Year
Non-receipt of Share Certificate	Nil	Nil	-	Nil
Non-receipt of Dividend/ Interest/ Redemption Warrant	Nil	Nil	-	Nil
Non-receipt of Annual Report	Nil	Nil	-	Nil
Others	Nil	Nil	-	Nil
Total	Nil	Nil	-	Nil

19. SECRETARIAL STANDARDS

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

20. ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Directors was completed during the year under review.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

21. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for new Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the Company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places.

The induction process is designed to:

• build an understanding of the Companys processes and

• fully equip Directors to perform their role on the Board effectively.

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

22. DETAILS OF FRAUD REPORT BY AUDITOR:

During the period under review, as per the statutory auditors report, no frauds by the Company or on the Company by its officers or employees has been noticed or reported during the year under sub-section (12) of section 143 of the Companies Act,2013.

23. AUDITORS

(I) STATUTORY AUDITORS:

M/s Sorab S Engineer & Co, Chartered Accountants, Ahmedabad (FRN: 110417W), were re-appointed as Statutory Auditors of the Company for a second term of 05 (Five) years to hold office from the conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting of the Company to be held in the year 2027.

Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

(II) INTERNAL AUDITORS:

Pursuant to Provision of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. N H Shah & Co, Chartered Accountants as an Internal Auditor of Company for F.Y. 2025-2026. The Internal Auditors submit their reports on quarterly basis to the Audit Committee.

Based on the report of internal audit function undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

(III) SECRETARIAL AUDITORS:

a) Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the shareholders have appointed M/s. Shalini Pandey & Associates (ICSI Firm Registration No.: S2019MH668100) as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from the Financial Year 2025-26 up to the Financial Year 2029-30.

b) The Secretarial Audit Report for the financial year ended 31st March, 2026, issued by M/s. Shalini Pandey & Associates, Practicing Company Secretaries, in Form MR-3 is annexed herewith and forms an integral part of this Report.

The explanations and comments of the Board regarding the qualifications, reservations, or adverse remarks made by the Secretarial Auditor in their report for the financial year ended March 2026 are detailed below:

Sr. No. Query	Management reply
1. The Company has submitted XBRL file regarding Change in Management to the stock exchange beyond the prescribed timeline of 24 hours as per Regulation 30 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements Regulation, 2015	The Management clarifies that the Company has made compliance of the same in delay manner and has taken due action in order to ensure timely compliance in future too.
2. The Company has filled the intermittent vacancy of a woman director beyond the prescribed timeline of three months from the date of occurrence, as required under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Company has made compliance of the same in delayed manner and has taken suitable action in order to ensure timely compliance.
3. The outcome of the Board Meeting dated 10th February, 2026 submitted to the exchange did not specify the agenda items that were originally part of the prior intimation of Board Meeting disclosed on the BSE Website as required under Regulation 30 of the SEBI (LODR) Regulations, 2015.	The Company has taken due action in order to ensure that such agenda item shall be notified in outcome in future.
4. The Company fails to capture few notified events in Structured Digital Database as per Regulation 3(5) & 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 i.e. the demise of Mrs. Smruti Shreyans Shah, Non-Executive & Non-Independent Director of the Company on 17th April, 2025 and the Company had undergone a search & seizure operation by Income Tax Department at Companys Corporate office since 14th May, 2025 as a result, the business operations of the Company were impacted and halted during and post the search period that ended on 11:30 p.m. at 17th May, 2025.	The Company has made compliance of the same in delay manner and has taken strict internal action to ensure all events in SDD are captured on timely basis.
5 The Company has submitted audited financial result for the quarter and year ended 31st March, 2025 beyond the prescribed timeline of 60 days from the date of the financial year as per regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.	During the search period, the business operations of the Company were impacted and halted, therefore the Company has made compliance of same in delay manner and has taken due action in order to ensure timely compliance and completed.
6 Pursuant to the Section 179(3) of the Companies Act, 2013, The Company has not filed Form MGT-14 for appointment of Secretarial Auditor at the Board Meeting However, the company has filed Form MGT-14 for appointment of Secretarial Auditor at Annual General Meeting for the five consecutive financial year.	Form MGT-14 was inadvertently omitted for the Board resolution approving the initial appointment, the company has duly filed Form MGT-14 for the appointment of the Secretarial Auditor approved by the shareholders at the Annual General Meeting (AGM) for a term of five consecutive financial years. The management has noted this procedural gap to ensure stricter compliance governance in future board proceedings.
7 Mr. Divyesh Maneklal Shah and Mr. Dhirendra Anuskhlal Avashia hold the position of Independent Directors of the Company as on date. Due to an inadvertent technical glitch, their names were not registered in the Independent Director Databank prior to their initial appointment. However, this administrative omission has since been rectified, and both directors are duly registered in the Independent Director Databank as on date.	Due to an inadvertent technical glitch, their names were not registered in the Independent Director Databank prior to their initial appointment. However, this administrative omission has since been rectified, and both directors are duly registered in the Independent Director Databank as on date.
8 100 Equity Shares of Promoter are in physical form as listing application is currently pending with BSE for reduction of shares capital in which all 100 physical equity shares held by the promoters will be automatically cancelled once listing application is approved by BSE as per the program of a pre-packaged insolvency resolution process approved by The National Company Law Tribunal, Ahmedabad on September 05, 2023.	With reference to the status of the 100 equity shares held by the promoter in physical form, we would like to clarify that these shares are currently in physical form as the listing application is pending with BSE for a reduction of share capital. As per the program of the pre-packaged insolvency resolution process (PPIRP) approved by the National Company Law Tribunal, Ahmedabad Bench, on September 5, 2023, all 100 physical equity shares held by the promoters will be automatically cancelled once the listing application is approved by BSE.
9 During the period under review, Mr. Dhirendra Anuskhlal Avashia, an Independent Director of the Company, attained the age of 75 years. Pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall appoint a person or permit the continuation of the directorship of any person as a non-executive director who has attained the age of 75 years unless a special resolution is passed to that effect. As on the date of this report, the management has informed us that the special resolution for his continuation as an Independent Director is currently awaited and pending approval from the shareholders.	With reference to the observation regarding Mr. Dhirendra Anuskhlal Avashia attaining the age of 75 years and the requirements under Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to clarify that the management has duly noted the regulatory mandate. The necessary steps to obtain approval from the shareholders via a special resolution for his continuation as an Independent Director are currently underway and will be placed before the members at the ensuing general meeting.

(IV) MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

25. REMUNERATION / COMMISSION DRAWN FROM HOLDING/SUBSIDIARY COMPANY:

The company does not have Subsidiary Company, holding or associate company. Accordingly, no director has drawn remuneration or commission from holding/subsidiary Company.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended 31st March, 2026 as stipulated under Regulation 34 of the Listing Regulations is not applicable to the Company.

27. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As the Company is not having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees One Thousand Crores or more or a Net Profit of Rupees Five Crores or more during any financial year. The Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

28. INSURANCE

All the insurable interests of your company are adequately insured.

29. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

During the year under review, your Company does not have any Subsidiaries, Associate or Joint Venture Company. Accordingly, The Report on the performance and financial position of Subsidiary, Associate, Joint venture pursuant to first proviso to Sub-section (3) of Section 129 of the Act and Rule 5 of Companies (Accounts) Rules, 2014 is not applicable to the company.

30. CHANGE IN THE NATURE OF THE BUSINESS

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

31. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any. The Company has adopted a Related Party Transactions Policy.

The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 – AOC-2- Annexure II.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

The particulars of loans, guarantees and investments, if any taken or given, have been disclosed in the Financial Statement for the F.Y. 2025-26.

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION AND BUSINESS OPERATIONS OF THE COMPANY

Pursuant to the commencement of Pre-packaged Insolvency Resolution process, the Committee of Creditors, at their meeting held on December 2, 2021 had approved the Resolution plan and the Resolution Professional had filed an Application under section 54K (15) dated December 13, 2021 with Honble National Company Law Tribunal, Ahmedabad Bench (NCLT).

The Honble NCLT vide its order dated 05/09/2023 has approved the Resolution plan that comprises of Management as well as capital restructuring by way of a scheme of merger of GCCL Infrastructure & Projects Ltd (Transferee) with a division of Shreyarth Aaspas Ltd (Transferor). As on the date of report, the Company has filed an application for Reduction of Share Capital on BSE, and approval on the same is still awaited.

Further, Search & Seizure operation by Income Tax Department at the Companys corporate office of the Company was conducted by Income Tax Department since 14th May, 2025. The business operations of the Company were impacted and halted during the search period that ended on 11:30 pm at 17th May, 2025.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism /Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company promotes ethical behaviour in all its business activities and has adopted a mechanism of reporting illegal or unethical behaviour. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the employees / workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the year ended 31st March, 2026. We affirm that during the financial year 2025-26 , no employee or director was denied access to the Audit Committee.

35. RISK MANAGEMENT POLICY

Your Company has an elaborated Risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entitys objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance.

The Risk Management process of the Company focuses on three elements, viz.

(1) Risk Assessment;

(2) Risk Management;

(3) Risk Monitoring

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risk that the organization faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

36. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your company believes in providing a healthy, safe and harassment-free workplace for all its employees. Further company ensures that every women employee is treated with dignity and respect.

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

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follows:

a.	Number of complaints of Sexual Harassment received in the Year	Nil
b.	Number of Complaints disposed off during the year	Nil
c.	Number of cases pending for more than ninety days	Nil

37. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under the review, there were no applications made or proceedings pending in the name of the company under the insolvency and bankruptcy code, 2016.

However, as per the program of initiating a pre-packaged Insolvency resolution process under section 54 read with section 10 of the Insolvency and Bankruptcy Code, 2016 as amended vide the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2021 dated April 26, 2021, through special resolution in the extraordinary general meeting held on May 27, 2021. The National Company Law Tribunal, Ahmedabad has passed an order approving the Resolution Plan on September 05, 2023. Further Company is in process to obtain necessary approvals and implementation of the order.

38. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

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

39. MATERNITY BENEFIT

The Code on Social Security, 2020 - Maternity benefit The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

40. GENERAL DISCLOSURE

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

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

3. During the Year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

5. The Company has not issued any equity shares during the year under review and hence no information as per provisions of Section 62(1)(d) of the Act read with Rule 8(13) of the Companies(Share Capital and Debentures) Rules, 2014 is furnished.

41. ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

FOR, GCCL INFRASTRUCTURE & PROJECTS LIMITED

AMAM SHREYANS SHAH

CHAIRMAN & DIRECTOR

DIN: 01617245

REGISTERED OFFICE:

A-115, SIDDHI VINAYAK TOWERS, B/H. DCP OFFICE,

OFF S.G. HIGHWAY, MAKARBA,

AHMEDABAD, GUJARAT, INDIA, 380051

Date: 04th September, 2026

Place: Ahmedabad