GEE Ltd Auditor Reports

TO THE MEMBERS OF GEE LIMITED

Report on the Indian Accounting Standard (Ind AS) Financial Statements for the year ended 31 st March, 2026.

Opinion

We have audited the financial statements of GEE Limited (the Company), which comprise the Balance Sheet as at 31 March 2026, and the Statement of Profit and Loss (including other comprehensive income), Statement of Cash Flows and Statement of changes in equity for the year then ended, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act 2013 (theAct) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, Indian Accounting Standard prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended (Ind AS) of the state of affairs of the Company as at March 31, 2026, its profit including other comprehensive income, its cash flows and changes in equity for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants (ICAI) of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Emphasis of matter

We draw your attention to Note No. 54.2 of the financial statement which states that the balance in trade receivables, trade payable, other receivables, Loans & advances & deposits are subject to confirmation and reconciliation. The management, however, does not expect any material changes on account of confirmation/reconciliation.

Our audit opinion is not modified with respect to this matter.

Key audit matters

Key audit matters (KAM) are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the Financial Year ended March 31, 2026. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	Auditors Response
Disputed excise duty matter - Rs.2.07 Crores The Company had imported certain materials in the year 2008-09 where the excise authorities had demanded reversal of CENVAT credit of Rs. 4.02 Crores. Under the instructions from excise authorities the Company reversed under protest Rs. 3.09 Crores CENVAT credit availed during 2008-09. Thereafter the company filed an appeal with CESTAT claiming refund of Rs. 2.07 Crores excess credit reversed by authorities. The appeal was heard on numerous hearings. Based on legal and subject matter expert views, the company expects considerable amount as relief in the above appeal case with CESTAT. The Assistant registrar CESTAT Mumbai via order dated 03/06/25 reverted the case back to original authority. The Company has filed a refund application of 27 th of June, 2025 to the respective forum. (Refer Note No.41.1 - Contingent Liabilities and Commitments)	Our procedure in connection with companys claim regarding CENVAT Credit and refund of Rs. 2.07 Crores paid under protest involved examining the submissions made by the companys excise consultants. In light of the above, we assessed that an order being passed and reverted back to original authority on 3 rd June, 2025 and appeal was allowed in favour of the Company. A refund appeal was submitted on 27 th June, 2025.
The companys scrutiny assessment for assessment year 2016- 17 was completed in December 2018 and DCIT has raised tax demand of Rs. 70.96 lakhs against which the company has filed an appeal with CIT Appeals -1, Thane on 14 th January, 2019.The DCIT has disallowed the companys claim in respect of long-term capital gain from sale of flat (property held for sale in books of accounts). The tax departments contention is that the period of capital gain is to be calculated from the date of registration of purchase agreement of the flat and not from the date of allotment letter given by the builder. The companys tax consultant has opined that there are several precedents confirming the companys claim and that they can expect a favorable outcome in this appeal matter. Out of the total liability of Rs.70.96 lakhs, Rs.14.20 lakhs was adjusted with the refund in the A.Y.2016-17, Rs. 14.48 lakhs was adjusted in A.Y. 2018-19 and Rs. 42.29 lakhs was adjusted in A.Y. 202324. (Refer Note No. 41.1 - Contingent Liabilities and Commitments)	We have examined the grounds of appeal and statement of facts filed by the company with CIT Appeals -1, Thane in consultation with tax experts. We have also reviewed various judgments including High Court judgments which have gone against the revenue department in similar facts. There are few cases which have been determined in favor of the revenue department. The no. of judgments against the revenue department out-numbers the ones in their favor. We finally concluded that we should go by the Honorable Bombay High Court and ITAT decisions which have gone against the revenue department. In light of the above, the companys disclosure in this matter is adequate. The favourable order u/s 250 is received on dated 02.03.2026, but the refund amount yet to be received.
Company has continued the earlier Provision of Rs 338.67 Lakhs on trade receivables and Rs 194.57 Lakhs on advances made prior to FY 2025-2026, created an additional provision amounting Rs. 8.44 Lakhs on trade receivables during the year. Trade Receivables are mainly comprised of receivables from corporates and other buyers and advances to group companies. We have identified impairment of trade receivables/ advances as a significant audit matter on account of the significant judgment and estimate involved. These factors include customers ability and willingness to pay the outstanding amounts, past due receivables, financial and economic difficulties of customers. This assessment is done for each customer resulting from possible defaults over the expected life of the receivables. Based on this assessment, trade receivables/advances outstanding for more than 365 days are evaluated individually by the management for indicators of impairment, rather than being provided for solely on the basis of ageing. In cases where balance confirmations have been obtained from customers/parties acknowledging the amounts outstanding, and where management, based on its assessment of the recoverability of such balances, is of the view that no credit loss is expected, no provision for impairment has been made even though such balances are outstanding for more than 365 days. Provision for impairment is accordingly determined on the basis of individual assessment of each trade receivable/advance by the management, considering ageing, balance confirmations received, subsequent recoveries, and other available evidence of recoverability. (Refer Note No. 54.2)	We have applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence: -Obtained an understanding of the systems, processes and controls implemented by the Company for measurement of impairment of Trade Receivable/ advances.
	- Evaluated the Companys measurement of impairment of trade receivable/ advances accounting policies by comparing with applicable accounting standards.
	- We have evaluated the design of key internal financial controls and operating effectiveness of the relevant key controls with respect to trade receivables/ advances.
	- Tested manual journals posted to revenue and trade receivable during the year to identify unusual items.
	- Scrutinized sales returns/reversals/credit notes recorded in the general ledger subsequent to year-end to identify any significant unusual items.
	- Obtaining understanding on how the Company establishes an allowance for doubtful debts and impairment represents its estimate of incurred losses in respect of trade receivable/ advances.
	- We have evaluated the historical accuracy of impairment for trade receivables on a sample basis by examining the actual write-offs, the reversal of previous recorded allowance and new allowances recorded in the current year.
	- We have verified the calculation done in determining the total impairment loss on doubtful debts and advances.
	- We have checked the ageing analysis (including testing of information produced by entity-IPEs), on a sample basis and subsequent receipt of the trade receivables, to the source documents, including bank statements.
	- Assessed the adequacy of the related disclosures in the financial statements with reference to trade receivable as per relevant accounting standards.
Valuation of Inventories	We obtained assurance over the appropriateness of the managements assumptions applied in calculating the value of the inventories and related provisions by:
The Company is having Inventory of Rs. 8,972.48 lakhs as on 31 March 2026. Inventories are to be valued as per
Ind AS 2. Inventories are carried at the lower of cost and net realizable value. The management applies judgment in determining the appropriate provisions against inventory of Stores, Raw Material, Work in progress and Finished Goods based upon a detailed analysis of old inventory, net realizable value below cost based upon future plans for sale of inventory. To ensure that all inventories owned by the entity are recorded and recorded inventories exist as at the year end and valuation has been done correctly, inventory valuation has been considered as Key audit matters.	- Verifying the effectiveness of key inventory controls operating over inventories; including sample based physical verification.
	- Reviewing the document and other record related to physical verification of inventories done by the management during the year.
	- Verify that inventories are valued in accordance with Ind AS 2
	- Comparing the net realizable value to the cost price of inventories to check for completeness of the associated provision.

Information Other than the Financial Statements and Auditors Report thereon

The Companys management and the Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report but does not include the financial statements and our auditors report thereon. The companys annual report is expected to be made available to us after the date of this auditors report.

Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. The Companys annual report is expected to be made available to us after the date of this auditors report. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated

Responsibility of Management and those charged with governance for the Financial Statement

The Financial Statements have been approved by the Companys Board of Directors. The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the State of affairs, profit including Other Comprehensive Income, changes in equity and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes responsible the maintenance of the adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 (the Order) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A , a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the accompanying Financial Statement;

b. I n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act;

e. On the basis of the written representations received from the directors as on 31 st March, 2026 and taken on record by the Board of Directors, none of the directors are disqualified as on 31 st March,2026 from being appointed as a director in terms of Section 164(2) of the Act;

f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B;

g. In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act;

h. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations, other than those disclosed in the Financial Statements; which would materially impact its financial position. Refer note no. 41.1 to the financial statemen has disclosed the impact of pending litigations on its financial position of the financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund.

iv.a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (the intermediaries), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (the Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (the Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our attention that causes us to believe that the representations under sub clause (i) and (ii) of rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 st March, 2026.

vi. vi. Based on our examination carried out in accordance with the Implementation Guidance on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit and Auditors) Rules,2014 (Revised 2024 Edition) issued by the Institute of Chartered Accountants of India, which included test checks, we report that the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Our examination of the audit trail was in the context of an audit of financial statements carried out in accordance with the Standard of Auditing and only to the extent required by Rule 11(g) of the Companies (Audit and Auditors) Rules,2014. We have not carried out any audit or examination of the audit trail beyond the matters required by the aforesaid Rule 11(g) nor have we carried out any standalone audit or examination of the audit trail.

For SAPD & Associates Chartered Accountants

Place: Kolkata	CA Sankar Garg Pa rtner Membership. No: 069240 UDIN: 26069240MRNNQA3730
Date: 15 th May, 2026

Annexure A to the Independent Auditors Report

The Annexure referred to in Independent Auditors Report of even date to the members of Gee Limited, on the Financial Statements for the year ended 31 st March, 2026.

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that

i. a) In respect of the Companys Property, Plant and Equipment and Intangible Assets:

A. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and capital work in progress.

B. The Company has maintained proper records showing full particulars of intangible assets.

b) According to the information and explanation given to us and on the basis of our examination of the records of the company, the company has a regular programme of physical verification of its Property, Plant and Equipment by which all Property, Plant and Equipment are verified in a phased manner over a period of three years, in accordance with this program, certain property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regards to the size of the Company and the nature of its assets. We are informed that no material discrepancies have been noticed on such verification.

c) According to the information and explanation given to us and on the basis of our examination of the records of the company, the title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements, are held in the name of the Company as at the balance sheet date.

d) According to the information and explanation given to us and on the basis of our examination of the records of the Company, the Company has not revalued any of its Property, Plant and Equipment (including Right of Use Assets) and intangible assets during the year.

e) According to the information and explanation given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated during the year or pending against the Company for holding any benami property under the prohibition of Benami Property Transactions Act, 1988 and rules made thereunder. Accordingly, reporting under clause 3(i)(e) of the Order is not applicable.

ii. a) The inventory, except stock lying with third parties has been physically verified by the management during the year. For inventory lying with the third parties at the year-end date, written confirmation have been obtained. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by the management were appropriate. No material discrepancies were noticed on verification between the physical stock and the book records that were more than 10 percent in the aggregate of each class of the inventory.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets. The quarterly returns or statements filed by the Company with such banks are not in agreement with the books of account of the Company, and the details of the differences for each quarter, together with the reasons therefor, are set out in Note 24.3 to the financial statements. As explained to us, the differences arose primarily on account of provisional figures reported to banks before finalisation of quarterly accounts.

iii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has, during the year, granted unsecured loans and advances in the nature of loans to companies. The Company has not provided any guarantee or security to companies, firms, limited liability partnerships or any other parties during the year.

(A) The Company does not have any subsidiary, joint venture or associate. Accordingly, reporting under clause 3(iii)(a)(A) of the Order is not applicable.

AND

(B) The details of such loans and advances to parties other than subsidiary, joint ventures and associates are as follows:

Figures in Lakhs

	Guarantees	Security	Loans	Advances
Aggregate amount granted/provided during the year - Others	Nil	Nil	500.00	Nil
Balance Outstanding as at balance sheet date in respect of above cases - Others	Nil	Nil	661.00	33.57

(b) According to the information and explanations given to us and based on the audit procedures performed by us, in our opinion, the terms and conditions of the unsecured loans aggregating Rs. 500.00 lakhs granted by the Company during the year, which carry interest, are, prima facie, not prejudicial to the interest of the Company.

However, in respect of loans and advances (in the nature of loans) amounting to Rs. 194.57 lakhs granted to certain parties in earlier years, we are of the opinion that the terms and conditions thereof are prejudicial to the interest of the Company, as these loans and advances were extended without adequate security and at an interest rate determined without reference to prevailing market rates. Furthermore, the Company has recognised a provision for expected credit loss / doubtful recovery of Rs. 194.57 lakhs, being the entire amount of such loans and advances, which reinforces the assessment that the terms and conditions thereof were not commercially prudent

(c) According to the information and explanations given to us and based on the audit procedures performed by us, in respect of the loans of Rs. 500.00 lakhs granted by the Company, the payment of interest has been stipulated and the receipts of interest are regular; however, the schedule of repayment of principal has not been stipulated and, in the absence of such stipulation, we are unable to comment on the regularity of repayment of principal. In respect of the loans and advances in the nature of loans of Rs. 194.57 lakhs, neither the schedule of repayment of principal nor the payment of interest has been stipulated and, accordingly, we are unable to comment on the regularity of repayment of principal and payment of interest. Further, the Company has recognised a provision for expected credit loss / doubtful recovery for Rs. 194.57 lakhs, which indicates significant uncertainty regarding recoverability of such amount.

(d) According to the information and explanations given to us and based on the audit procedures performed by us, in the absence of stipulated schedules of repayment of principal in respect of the loans of Rs. 661.00 lakhs and the advances of Rs. 33.57 lakhs, we are unable to comment on whether any amount of principal is overdue for more than ninety days. In respect of interest on the loans of Rs. 500.00 lakhs, no amount was overdue for more than ninety days as at the balance sheet date. However, the Company has recognised a provision for expected credit loss / doubtful recovery for the loans and advances of Rs. 194.57 lakhs, and we are informed that the Company has taken appropriate steps for recovery of the said amount.

(e) According to the information and explanations given to us and based on the audit procedures performed by us, no loan or advance in the nature of loan granted by the Company which has fallen due during the year has been renewed or extended, and no fresh loans have been granted to settle the overdues of existing loans given to the same parties. Accordingly, reporting under clause 3(iii)(e) of the Order is not applicable.

(f) According to the information explanation provided to us and based on the audit procedures performed by us, the Company has granted loans and advances in the nature of loans repayable on demand or without specifying any terms or period of repayment. The details of the same are as follows:

Figures in Lakhs

	All Parties	Others	Related Parties
Aggregate amount of Loans and advances in nature of loans	Nil	Nil	Nil
- Repayable on demand (A)	694.57	500.00	194.57
- Agreement does not specify any terms or period of repayment (B)
Total (A+B)	694.57	500.00	194.57
Percentage of loans/ advances in nature of loans to the total loans	100%	71.99%	28.01%

iv. I n our opinion and according to the information and explanations given to us, in respect of the loans granted, investments made and guarantees and security provided during the year, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013. However, loans amounting to Rs161.00 lakhs granted in an earlier financial year to parties covered under Section 185, without obtaining the prior approval of the shareholders by way of a special resolution and without satisfying the prescribed exemption conditions, remained outstanding as at the balance sheet date, and the non-compliance with Section 185 reported in the previous year therefore continues. Further, the said loans continue to be interest-free, which is not in compliance with Section 186(7) of the Act, which requires that loans carry interest at a rate not lower than the prevailing yield of Government securities of corresponding tenure. We are informed that the company has taken appropriate steps for recovery of the said amount.

v. In our opinion, and according to the information and explanations given to us, the Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act, 2013 and the rules made thereunder, to the extent applicable. No order has been passed by the Company Law Board, or National Company Law Tribunal, or Reserve Bank of India, or any Court, or any other Tribunal, in this regard. Accordingly, reporting under clause 3(v) of the Order is not applicable.

vi. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules prescribed by the Central Government of India for maintenance of cost records under Section 148(1) of the Companies Act, 2013 in respect of its manufactured goods and are of the opinion that, prima facie, the prescribed accounts and records have been made & maintained. We have, however, not carried out a detailed examination of such records with a view to determine whether they are accurate or complete.

vii. In respect to statutory dues-:

a) In our opinion, the Company has generally been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

According to the information and explanations given to us, there are no disputed amounts payable as on 31 st March 2026 for a period more than six months from the date they become payable except payment of Provident Fund of Rs. 27,30,663.

b) According to the information and explanations given to us and on the basis of our examination of the records, the following dues have not been deposited as on March 31,2026 on account of disputes are given below:

Sl. Name of statute No.	Period to which it relates	Liability ( Rs. In Lakhs)	Pre Deposit/Credit Reversal/ Refund adjusted ( Rs. In Lakhs )	Net Liability ( Rs. In Lakhs )	Forum where dispute is pending
1 Customs Act 1962	2008-09	289.19	17.78	271.42	CESTAT, Mumbai
2 Central Excise Act - 1944**	2008-09	855	308.58	546.42	COMMISSIONER OF CENTRAL EXCISE-THANE-I
3 ESIC	Dec 09 To Mar 11	14.8	7.4	7.4	Industrial Court, Thane
4 ESIC	April 2011 to Oct 2012	1.45	-	1.45	Industrial Court, Thane
5 Central Excise Act - 1944	FY 2009- 10 & FY 2010 - 11	2.54	0.13	2.41	Commissioner (Appeals), Haldia
6 CGST Act, 2017	FY 17-18	9.56	0.65	8.91	Commissioner of Central Excise (Appeals), Kolkata
7 The W.B. Tax on Entry of Goods into Local Areas Act, 2012	2012- 13 TO 2013- 14	65.52		65.52	W.B.Taxation Tribunal
8 Income Tax Act 1961 (TDS)	Various years per TRACES	15.82	-	15.82	Rectification With TRACES / Income Tax Department
9 Income Tax Act 1961***	2020-21	10.56	-	4.17	CIT (A) Commissioner

Less: AY 2023-24 refund Adj. Against AY 2020-21 Dues			3.57
Less: AY 2021-22 refund Adj. Against AY 2020-21 Dues			2.81
10 Income Tax Act 1961 (TDS)****	2016-17	70.97	14.2	-	CIT-(A)-1 Thane
Less: AY 2018-19 Refund adj. Against AY 2016-17 Dues			14.48
Less: AY 2023-24 Refund adj. Against AY 2016-17 Dues			42.29

Liability as mentioned above are excluding of interest & penalty.

Note: We have not received pre-deposit documents for the cases mentioned in points 4, 5 and 6 above.

** Subsequent order being passed and reverted back to original authority on 3 rd June, 2025 and appeal was allowed in favor of the Company. A refund appeal was submitted on 27 th June, 2025 and the same has not been received till the Balance Sheet date.

*** Out of the total liability of Rs. 10,55,500, Rs. 2,81,490 was adjusted against refund due of assessment year 2021-22 and Rs. 3,57,193 was adjusted against refund due in the assessment year 2023-24. Net liability standing as on 31.03.25 is 4,16,817.

**** Out of the total liability of Rs.70,96,763, Rs.14,20,000 was adjusted in the same year (A.Y.2016-17), Rs. 14,47,683 was adjusted in A.Y. 2018-19 and Rs. 42,29,080 was adjusted in A.Y. 2023-24. The favorable order u/s.250 is received on dated 02.03.2026, but the refund amount yet to be received.

viii. According to the information and explanations given by the management and based on the procedures carried out during the course of our audit, we have not come across any transactions not recorded in the books of account which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

ix. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in repayment of loans or borrowings or in the payment of interest thereon to any lender.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared willful defaulter by any bank or financial institution or government or government authority.

c) According to the information and explanations given to us by the management, the Company has not obtained any term loan during the year and the outstanding term loans at the beginning of the year were applied for the purpose for which the loans were obtained.

d) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that no funds raised on short- term basis have been used during the year for long-term purposes by the Company.

e) According to the information and explanations given to us, the Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on whether the Company has taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures under clause 3(ix)(e) of the Order is not applicable.

f) According to the information and explanations given to us, the Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on whether the Company has raised loans during the year on the pledge of securities held in its subsidiaries, associates or joint ventures under clause 3(ix)(f) of the Order is not applicable.

x. a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year. The non-convertible debentures issued by the Company during the year were issued on a private placement basis and accordingly do not constitute a public offer. Hence, reporting under clause 3(x)(a) of the Order is not applicable.

b) During the year, the Company has alloted 51 lakhs convertible warrant on a preferential basis at an issue price of Rs. 80 per warrant (including premium of Rs. 78), convertible into or exchangeable for, equity share, against which 25% of the issue price Rs 1020.00 Lakhs was received in accordance with Regulation 169(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. In our opinion and according to the information and explanations given to us, the Company has complied with the requirements of Sections 42 and 62 of the Companies Act, 2013, and the amounts raised have been used for the purposes for which the funds were raised. The issue of non-convertible debentures on a private placement basis and the allotment of bonus shares (not involving raising of funds) are not covered under this clause.

xi. a) Based on the examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of audit.

b) According to information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form-ADT-4 as prescribed under rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the period covered by our audit.

c) According to the information and explanation given to us, including the representation made by the management of the company, there are no instances of whistle blower complaints received during the year by the Company.

xii. According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, reporting under clause 3(xii) of the Order is not applicable.

xiii. In our opinion and according to the information and explanations given to us, all transactions entered into by the Company with related parties are in compliance with Section 177 and 188 of the Act, where applicable. Further, the details of such related party transactions have been disclosed in the Financial Statements, as required by the applicable accounting standards.

xiv. a) Based on information and explanation provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

b) We have considered, the internal audit reports of the Company issued during the year and till the date of the audit report covering period upto March 31,2026.

xv. I n our opinion and according to the information and explanations given to us, the Company has not entered into any noncash transactions with its directors or persons connected to its directors and hence provisions of section 192 of the Act are not applicable.

xvi. a) The Company is neither registered nor required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under Clause 3(xvi)(a), 3(xvi)(b) and 3(xvi)(c) of the Order is not applicable.

b) The Company has not conducted non-banking financial / housing finance activities during the year. Accordingly, reporting under Clause 3(xvi)(b) of the Order is not applicable to the Company.

c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, reporting under Clause 3(xvi)(c) of the Order is not applicable to the Company.

d) The Group does not have any CIC as part of the Group and accordingly, reporting under clause 3(xvi)(d) of the order is not applicable.

xvii. The Company has not incurred cash losses during the current financial year and in the immediately preceding financial year.

xviii. There has been resignation of the statutory auditors, R Dokania & Co., Chartered Accountants, during the year for the FY 202425 w.e.f 13.05.2025 .

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the Financial Statements, our knowledge of the plans of the Board of Directors and management and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

xx. Based on the examination of the books and records of the Company and according to the information and explanations given to us, the Provision of Section 135 of the Companies Act, 2013, read with Companies (CSR Policy) Rules, 2014, relating to CSR are not applicable to the company for the Financial Year ended 31ST March 2026 as the company had incurred net loss during the immediately preceding Financial Year ended 31ST March 2025. Accordingly, the company doesnt meet the eligibility threshold prescribed under section 135(1) of the Companies Act, 2013 for the current Financial Year. Therefore, reporting under Clause (XX) of the para 3 of the Companies (Audit Report) order 2020 is not applicable.

For SAPD & Associates

Chartered Accountants

FRN: - 327271E

	CA Sankar Garg
	Partner
Place: Kolkata	Membership. No: 069240
Date: 15 th May, 2026	UDIN: 26069240MRNNQA3730

Annexure - B to the Independent Auditors Report

Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,2013 (the Act)

We have audited the internal financial controls with reference to Financial Statements of GEE Limited (the Company) as of March 31, 2026 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls with reference to Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (IFCOFR) issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Companies Act,2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to Financial Statements of the company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls with reference to Financial Statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to financial Statements included obtaining an understanding of internal financial controls with reference to Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to Financial Statements.

Meaning of Internal Financial Controls Over Financial Reporting

A Companys internal financial control with reference to Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls with reference to Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Financial Statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial with reference to financial statements were operating effectively as at March 31, 2026, based on the criteria for internal financial control with reference to Financial Statements established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).

For SAPD & Associates Chartered Accountants FRN: - 327271E

	CA Sankar Garg
	Pa rtner
	Membership. No: 069240
	UDIN: 26069240MRNNQA3730
Place: Kolkata
Date: 15 th May, 2026