Geecee Ventures Ltd Directors Report

Dear Members,

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

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

1. FINANCIAL RESULTS:

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

( in Lakhs)

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

2. NATURE OF BUSINESS:

The Company is primarily engaged in real estate development, encompassing both residential and commercial projects. In addition to its core business, the Company strategically invests surplus funds in equity instruments, risk-free inter-corporate deposits, and other interest-bearing financial instruments.

A minor portion of the Companys income is also derived from its wind power division, which has been operational since 2010 in the Jodhpur district of Rajasthan. There was no change in the nature of business of the Company during the year under review.

3. FINANCIAL AND BUSINESS PERFORMANCE: I. Companys Segmental Financial Performance: standalone

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

Consolidated

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

II. Companys Overall Business:

Geecee Ventures Limited primarily operates across the following business verticals:

REAL ESTATE:

According to the Government of India, Press Information Bureau, Indias Gross Domestic Product

(GDP) grew 6.5% in FY 2024 25, the highest among major economies. This makes India one of the fastest growing major economies in the world. The sectorssignificantcontribution to Indias

GDP has made it one of the primary drivers of the countrys economic growth. The earlier report by the Confederation of Real Estate Developers Association (CREDAI) states the real estate sector is expected to touch the market size of $1.3 trillion (13.8% of projected GDP) by FY 2034 and $5.17 trillion (17.5% of projected GDP) by FY 2047.

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

The re-development project "Laxmi Kunj" located at Juhu was successfully completed and full

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

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

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

Financial services BUSINESS:

The Company maintains a substantial pool of liquid assets and actively identifies opportunities to invest these funds in a highly efficient manner. It evaluates attractive investment prospects, including equity instruments, risk-free inter-corporate deposits, and interest-bearing financial instruments. The

Company is committed to optimizing returns on surplus funds while adhering to prudent investment guidelines, with a strong emphasis on managing credit risk to ensure the highest quality within its investment and financing portfolio.

WIND POWER GENERATION:

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

4. share Capital:

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

Further, during the financial year 2024-2025, the Company had not issued / allotted any shares, thus there was no increase or decrease in the issued, subscribed and paid-up share capital of the Company. The issued, subscribed and paid-up equity share capital of the Company as at March 31, 2025 stood at 20,91,17,290/- (Twenty Crores Ninety-One Lakhs Seventeen Thousand Two Hundred and Ninety Rupees) comprising of 2,09,11,729 Equity Shares of 10/- each.

5. dividend To shareholders:

Taking into consideration the stable performance of the Company and in recognition of the trust in the management by the members of the Company, the Board of Directors are pleased to recommend a dividend for the year ended March 31, 2025 at the rate of 2 per equity share, i.e. 20% on the equity share of the Company of face value of 10 each, fully paid up in their Board meeting. The dividend would be payable out of retained earnings on receiving approval from the shareholders of the Company at the forthcoming Annual General Meeting.

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

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

Kindly refer to the section on Corporate Governance, under head ‘Unclaimed and Unpaid Dividends, and transfer to Shares of IEPF for the amounts of unclaimed and unpaid dividends lying with the Company. Members who have not yet received / claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agent of the Company. Pursuant to the provisions of Section 124 (5) and (6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 including amendments made thereunder, all the dividend remaining unpaid / unclaimed for a period of seven years from the date of transfer to the unpaid dividend account shall be transferred by the Company to the Fund established under sub-section (1) of section 125 and also the shares in respect of such unpaid dividends years shall be transferred by the Company in the name of Investor Education and Protection Fund (IEPF).

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

Additionally, following the financial year 2017-18, the Company declared dividend for the financial year 2020-21. The due date for transferring any unclaimed dividend and shares related to F.Y 2020-21 to the

Investor Education and Protection Fund (IEPF) is November 30, 2028.

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

7. Corporate governance:

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

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

8. Transfer To reserves:

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

9. Management Discussions and analysis report:

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), is presented in a separate section forming part of this Annual Report. The shareholders may refer to the Management Discussion and Analysis section of this Annual Report for comprehensive insight into the Companys operating environment, including industry dynamics, business performance, risk factors, strategic outlook and the efficacy of internal control mechanisms.

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

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company is duly constituted with an optimal composition of Executive and Non-Executive Directors, including Independent Women Directors. The Board comprises individuals with diverse backgrounds, skills, expertise and experience, collectively contributing to effective oversight and strategic guidance. This composition ensures adherence to the highest standards of corporate governance. A detailed list of the Companys Directors is provided in the Corporate Governance Report. The Board functions in a professional and transparent manner, upholding the principles of accountability, integrity, and compliance.

Appointment and Cessation

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

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

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

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

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

Re-appointment of Mr. Sureshkumar Vasudevan Vazhathara Pillai (DIN: 00053859) as the Whole-

Time Director for a period of 3 (three) years commencing from May 28, 2026 upto May 27, 2029 as his tenure will be completed on May 27, 2026 Other than the above, no other appointment was recommended by the Board of Directors.

In the opinion of the Board, all the Directors possess the requisite qualifications, possess extensive experience and expertise and exemplify the highest standards of integrity and professionalism. Also, none oftheDirectorsaredisqualified under the applicable provisions of the Act and Securities and Exchange Board of India (“the SEBI”).

Retire by Rotation

In accordance with the provisions of Section 152 (6) (e) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Rohit Kothari (DIN: 00054811) retires by rotation and being eligible has offered himself for re-appointment.

Key Managerial Personnel

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

Mr. Gaurav Shyamsukha Managing Director;

Mr. Sureshkumar Vasudevan Vazhathara Pillai Whole-Time Director;

Mr. Vidit Dhandharia Chief Financial Officer;

* Ms. Dipyanti Jaiswar - Company Secretary and Compliance Officer;

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

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

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

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

# Appointment of Mr. Girish Daiya who is Chief Operating Officer Real Estate of the Company as Key

Managerial Personnel with effect from July 03, 2025 within the meaning of Section 2(51)(v) of the Companies Act, 2013.

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

Independent Directors

As per the provisions of the Act, the Independent Directors are not liable to retire by rotation. Pursuant to

Section 149 (7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149 (6) of the Act, as amended, read with rules framed thereunder and Regulation 16 (1) (b) of the Listing Regulations. In terms of Regulation

25 (8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that all the Independent Directors possess the requisitequalifications,experience, expertise, skills and they hold high standards of integrity. Further all those Independent Directors who are required to undertake the online proficiency self assessment test as contemplated under Section 150 (1) of the Companies Act, 2013 and applicable rules thereunder have passed such test.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule

IV to the Act and have also confirmed that their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs is in compliance with the requirements of the

Companies (Appointment and Qualifications of Directors) Rules, 2014.

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

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

In line with the corporate governance guidelines of the Company, annual performance evaluation was conducted for all the Board Members, for Individual Directors including Independent Directors, its Committees and Chairman of the Board. This evaluation was led by the Board as a whole on the basis of the parameters provided in the evaluation framework as approved by the Nomination and Remuneration Committee and the Board of Directors. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017. The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

Evaluation of the Board was based on criterias such as composition, skills / expertise, basis of appointment, frequency of the meetings, work atmosphere, reviewing the performance of the Company and role of the Board, Board communication and relationships, functioning of Board Committees, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, review of performance of Executive Directors, Grievance redressal mechanism, monitoring governance and compliance issues.

Evaluation of Committees was based on criterias such as composition, adequate independence of each Committee, frequency of meetings, effective interactions and decisions, effective participation in the decision making, awareness of roles, responsibilities and terms of reference of each of the committees and contribution to the decisions of the Board, etc.

Evaluation of Directors was based on criterias such as qualification & experience, participation and contribution in Board and Committee meetings, external knowledge for discussion, attendance at the meetings of the Board, views on discussion made at the meetings of the Board and the committee, level of confidentiality maintained at each level of management, etc.

In view of the above the Company conducted a formal Board Effectiveness review as a part of its efforts to evaluate, identify improvements and thus enhance the effectiveness of the Board of Directors, its Committees and individual director.

In a separate meeting of Independent Directors held on March 27, 2025 performance of non-independent directors, performance of the board as a whole and performance of the Chairman of the Board was evaluated and the evaluation report was placed at the Board Meeting held on May 21, 2025. The performance evaluation of each of the Board, its committees and the Individual Directors for the year 2024-2025 was done at the meeting of the Board held on May 21, 2025 and the evaluation report was placed before the Nomination and Remuneration Committee and Board of Directors at their respective meetings. Performance evaluation of independent directors was done by the entire board, excluding the independent directors being evaluated.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the

Individual Directors, the Board as a whole and its Committees with the Company.

12. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board of Directors has established a comprehensive policy governing the selection and appointment of Directors including assessment and determining qualifications and independence of the Directors, Key

Managerial Personnel (KMP), Senior Management Personnel and their remuneration, in alignment with its responsibilities and in accordance with the provisions of Section 178 (3) of the Companies Act, 2013. Pursuant to Section 134 (3) of the Companies Act, 2013, the Nomination and Remuneration policy of the

Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees was approved by the Board of Directors at their meeting held on March 30, 2015 which was amended by the Board and the Nomination and Remuneration Committee at their meeting held on May 22, 2019.

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees. The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has considered the following factors while formulating the Policy: i. The level and composition of remunerationisreasonableandsufficientto attract, retain and motivate

Directors of the quality required to run the Company successfully; ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report. The full text of the policy can also be accessed on the website of the Company at https:// www.geeceeventures.com/uploads/Investor-relations/pdfs/nominatioan-and-remuneration-policy-2813.pdf

13. Board meetings:

During the financial year 2024-2025, 4 (Four) board meetings were convened and held on May 21, August 08, 2024, November 11, 2024 and February 04, 2025. The details of the meetings of the Board of

Directors of the Company held and attended by the Directors during the financial year 2024-2025 are given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards on Board Meetings and SEBI LODR Regulations as amended from time to time.

14. Audit committee meetings:

The Audit Committee of the Company duly met 4 (Four) times during the financial year under review, the details of which are given in the Corporate Governance Report. Proper notices were given and the proceedings were properly recorded and signed in the minutes book as required by the articles of association of the Company and the Companies Act, 2013. On the completion of their tenure, Mr. Rakesh Khanna and Mr. Suresh Tapuriah, who served as Non-Executive Independent Directors of the Company, ceased to be members of the Audit Committee. As a result, in compliance with Section 177 of the Companies Act, 2013, and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee was reconstituted during the Board meeting held on August 08, 2024.

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

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

All members of the audit committee possess a strong knowledge of accounting and financialmanagement. TheChiefFinancial the internal auditors and statutory auditors are invited to attend the Audit

Committee meetings. The Company Secretary is the secretary to the committee. The Internal Auditors reports to the Chairperson of the Audit Committee. The significant audit observations and corrective actions as may be required and taken by the management are presented before the Audit Committee. The board has accepted all recommendations made by the Audit Committee from time to time. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

The maximum interval between two meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and SEBI LODR Regulations, 2015.

15. Familiarization programme To independent directors:

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

The terms and conditions of the appointment of every independent director is available on the website of the Company at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/terms-and-conditions-of-independent-directors-2768.pdf

Details of familiarization programme conducted for its independent directors during the year are also disclosed on the Companys website at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/ details-of-familiarisation-programme-for-fy-20242025-2872.pdf

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has implemented Whistle Blower Policy and has established a robust vigil mechanism in accordance with the relevant provisions of the Act and SEBI LODR Regulations. The Companys vigil mechanism / whistleblower policy aims to provide a secure and a protected platform for whistle blowers to report instances of any actual or suspected incidents of unethical conduct or practices, violation of applicable laws and regulations including the integrity code, code of conduct for prevention of insider trading, code of fair practices and disclosure. All employees and directors are granted direct access to the chairperson of the Audit Committee.

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

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

17. Directors responsibility statement:

In terms of Section 134 (5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that: a) in preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable; b) that such accounting policies as mentioned in the notes to accounts have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and the profit of the Company for the year ended on that date; sufficient care has been taken for the maintenance of adequate accounting records c) thatproperand in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the annual accounts have been prepared on a going concern basis; e) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and f) that proper system to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

18. Auditors and audit reports:

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. M R B & Associates, Chartered Accountants (Firm Registration No. 136306W) were re-appointed as the Statutory Auditors by the Board of Directors on the recommendations of the Audit Committee and shareholders at the 38th Annual General Meeting for second term of five years from the conclusion of 38th Annual General Meeting till the conclusion of

43rd Annual General Meeting of the Company to be held in the year 2027, to examine and audit the accounts of the Company for the financial years between 2022-23 to 2026-27.

The Report given by M/s. M R B & Associates on the financial statements of the Company for the financial year ended March 31, 2025 is part of the Integrated Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. M R B & Associates, Statutory Auditor, in their report.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Avani Gandhi & Associates (CP No. 16143, Peer Review No.: 1379/2021), a firm of the Company Secretaries in Practice to conduct Secretarial Audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report issued by M/s. Avani Gandhi & Associates, Practicing Company Secretaries in Form MR-3 is annexed as “ANNEXURE B”. The audit report does not contain any adverse remarks or qualifications in the report. Further no incident of fraud was reported by the secretarial auditor to the audit committee during the year under review. The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year. The report is also accessible at the website of the Company.

Further, pursuant to recent amendments in Regulation 24A of SEBI LODR Regulations, the Company is required to appoint a Secretarial Auditor for a term of five consecutive years. The Company has received consent from M/s. Avani Gandhi & Associates, a peer Reviewed Company Secretary firm

(Unique Code no S2016MH378800, Peer Review No.: 1379/2021) to act as the Secretarial Auditor of the Company from the F.Y 2025-26 to 2029-30, along with the certificate confirming her eligibility.

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

Company Secretary as the Secretarial Auditor of the Company for a period of five years from F.Y 2025-26 to F.Y 2029-30. Accordingly, the board recommends to the members the appointment of M/s. Avani Gandhi & Associates as the Secretarial Auditor of the Company for a term of five consecutive years.

A resolution seeking approval of appointment secretarial auditor forms part of the Notice convening the ensuing Annual General Meeting.

Cost Auditors:

In respect of F.Y 2024-25, the Company is required to maintain cost records as specified by the

Central Government under Section 148 (1) of the Companies Act, 2013 for the Construction industry and for Power generation and accordingly such accounts and records are made and maintained by the Company.

The said cost accounts and records are also required to be audited pursuant to the provisions of

Section 148 of the Companies Act, 2013, read with notifications / circulars issued by the Ministry of Corporate Affairs from time to time, and accordingly as per the recommendation of the Audit Committee, the Board of Directors at its meeting held on August 08, 2024, appointed M/s. Kishore

Bhatia & Associates (FRN 00294), Cost Accountants, as the Cost Auditor of the Company for F.Y

2024-25.

In respect of F.Y 2025-26, the Board of Directors, based on the recommendation of the Audit

Committee has approved the appointment of M/s. Kishore Bhatia & Associates (FRN 00294), Cost

Accountants, as the cost auditor of the Company. A resolutionfortheratificationof remuneration to be paid for such an appointment is included in the notice of the ensuing Annual General Meeting.

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

19. fraud reporTing:

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143 (12) of the Companies Act, 2013 details of which need to be mentioned in this Report.

20. Statutory disclosures: a. Conservation of Energy

1. Steps Taken for Conservation of Energy :

For the real estate projects of the Company, the Company continuously attempts to minimize the consumption of energy by incorporation of various energy efficient practices. The Company utilizes energy efficient equipments and electrical systems in the construction process. The real estate projects have been installed with latest energy efficient systems to conserve energy on a sustainable basis. Optimum measures have been initiated to reduce energy consumption, as a part of our sustainable development initiatives. With intent to provide an energy efficient final product to customers, some our projects are Gold certified green building.

The Company continues to make efforts to reduce and optimize the use of energy consumption by installing energy monitoring and conservation systems to monitor usage, minimize wastage and increase overall efficiency at every stage of power consumption.

The Company is also emphasizing on utilizing natural resources of energy in its business activity. Through better selection of sites, design, construction, operation, maintenance, i.e. the complete building life cycle, green buildings provide benefits such as: a. increased resource efficiency (energy, water, and materials) b. reducing the impact on human health and the environment Steps taken for energy conservation: i. GGBS a waste of the steel plant is mixed with Ordinary Portland Cement (OPC) in the ratio of

40 to 50% in all of the construction sites which reduces the usage of cement and increases the consumption of the waste without compromising with the quality of the end product. ii. Bringing Autoclaved Aerated Concrete or AAC blocks to use at all construction sites. AAC blocks are green-certified building materials and have such properties that further facilitate the energy efficiency and eco-friendly approach of construction. iii. Soil erosion is protected by top soil conservation and the same is thereafter used for gardening purpose. iv. Rainwater harvesting done at all project either by collection tanks are made available or recharging ground water through re-charge pit based on the site condition v. In majority of the projects STP plants are installed for treating sewage and effluent at the same time. This plant proficiently drains out water from sewage and effluents, other application such as gardening, farming and flushing the toilets. This enables to aid 40% of the total water requirement. vi. Installation of LED lamps for common areas and pathways. vii. Adoption of efficient lighting technology including use of timers and/or sensors for operating the fixtur in certain areas. light viii. Using high efficiency pumps, motors and other equipments / machineries;

2. Steps taken by the Company for Utilizing Alternate Sources of Energy:

Solar energy is the alternate source of energy integrated into our projects and their operations. In almost all of its projects either solar water heater is provided, or solar energy panel is used for generating hot water or electricity for the members of society depending on the feasibility of the project. Solar energy is utilized to meet the energy demands of the common areas of our development. Thus, Company makes all of its attempts to switch to green technologies in order to minimize emissions and waste generation.

3. Capital Investment in Energy Conservation Equipment:

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

The Company is continuously making efforts for improvement in existing or the development / deployment of new construction technologies to speed up the process and make construction more makes in depth planning of construction activities / procedures which in turn efficient results in stable levels of quality, shorter timelines and reduced consumptions of man and materials at site.

1. Some of the initiatives taken by the Company for technology absorption are:

Complete or partial automation of activities.

Installation of Solar Panels and usage of solar energy for lighting in the common areas, parking areas and streets and water heating requirements of the residential buildings.

Installation of STP plants for treating sewage waste for re-use.

Installation of low-flow fixtures for reduction of water consumption.

Recycling water within the development area to reduce dependency on external water sources.

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

2. The benefits derived:

Increased Efficiency.

Better Resource Management.

Renewable Energy.

Environmental Protection.

Environmental Sustainability.

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

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

C. Foreign Exchange Earnings and outgo

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

21. Particulars of employees and remuneration:

The information required pursuant to the provisions of Section 197 (12) and (14) of Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as “ANNEXURE A” and form a part of this Report. Further as per Section 197 (14) of the Companies Act, 2013 Mr. Gaurav Shyamsukha - Managing Director, is drawing remuneration from the wholly owned subsidiary Company - Geecee Fincap Limited.

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended March 31, 2025 is given in a separate Annexure to this Report. The said Annexure is not being sent along with this Report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the members at the Registered Officeof

Annual General Meeting and up to the date of the said Annual General Meeting during the business hours on working days.

The Board of Directors affirms that the remuneration paid to the employees of the Company is as per the

Policy on Directors appointment and remuneration for Directors, KMPs and other Employees and is in accordance with the requirements of the Act and SEBI Listing Regulations.

22. Human resources development:

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

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

The Company recognizes that its people are key to the success of the organization and thus implements new initiatives to train and motivate them. The Company continued to make substantial investments in human capital to meet its growth targets. The Companys business is led by a team of competent and passionate leaders who enhance the Companys standing in the competitive market. The Companys focus is on unlocking the peoples potential and further developing their functional, operational and behavioral competencies. The relations with all employees of the Company remained cordial and there were no significant issues outstanding or remaining unresolved during the year.

The Board of Directors and the Management wishes to place on record their appreciation of the efforts put in by all the employees. The Companys closing headcount for FY 2024-2025 was 68.

23. Prevention of sexual harrassment at work place:

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

The Companys POSH Policy states for prevention, prohibition and redressal of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The details with respect to the Internal Complaints Committee have been disclosed in the Corporate Governance Report under the heading “Other Disclosures”. To build awareness in this area, the Company has been conducting induction / refresher programmes in the Organization on a continuous basis. During the year, the Company organized an online training session on the topics of employee sensitization and awareness programme on POSH for all office and site based employees.

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

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

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

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

24. STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

During the review period, the Company has fully adhered to the provisions of the Maternity Benefit Act,

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

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

25. GENDER-WISE COMPOSITION OF EMPLOYEES:

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

Male Employees: 57

Female Employees: 11

Transgender Employees: 0

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

26. Related party transactions:

In compliance with the Companies Act, 2013 and the amendments to the Listing Regulations, the Company has formulated and adopted a revised ‘Policy on Related Party Transactions, which is also available on the Companys website at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/ related-party-transaction-policy-amended-on-04022025-2591.pdf. The objective of this Policy is to ensure that all transactions with Related Parties are subject to a clear framework of reporting, review, approval and disclosure. The framework includes robust mechanisms for identifying related-party relationships, obtaining prior approval from the Audit Committee and where necessary, the Board and shareholders and providing timely disclosures.

All related party transactions that were entered into during the financial year were in the ordinary and normal course of business and at arms length basis. The Company had entered into material contracts or arrangements or transactions with related parties in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. At the 40th Annual General Meeting (AGM) of the Company held on September 19, 2024 approval from the members vide ordinary resolution was received approving the material related party transaction for period from 40th Annual General Meeting until 41st Annual General Meeting to be held in the year 2025 as per SEBI Circular · SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 and SEBI Circular SEBI/ HO/CFD/CMD1/CIR/P/2022/47 dated April, 08 2022. The related party transactions though material were in the ordinary course of business.

All related party transactions that were entered into during the financial year were in the ordinary and normal course of business and at arms length basis. The disclosure of related party transactions as required under Section 134 (3) (h) of the Act, in Form AOC-2 for FY 2024-25 is disclosed in Form AOC-2 which forms part of this report. Also, in terms of Regulation 23 of SEBI LODR Regulations, the Company had obtained approval from the members of the Company by ordinary resolution at the 40th AGM to be valid till 41st AGM. All the material related party transactions entered into during the financial year have also been reported in FORM AOC-2, which is given in “ANNEXURE D” to this report.

All the Related Party Transactions are placed on a quarterly basis before the Audit Committee and Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and are repetitive in nature. Details of transaction(s) of the Company with entity(ies) belonging to the promoter / promoter group which hold(s) more than 10% shareholding in the Company as required under Part A (2A) of Schedule V of the SEBI Listing Regulations are provided as Note No. 30 forming part of the standalone financial statements.

As required under Regulation 23 (1) of the Listing Regulations, the revised Policy amended as per the LODR Regulations is available on the Companys website and can be accessed at https://www.geeceeventures. com/uploads/Investor-relations/pdfs/related-party-transaction-policy-amended-on-04022025-2591.pdf.

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

27. Deposits from public:

During the year under review, the Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

28. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS:

Details of loans, guarantees or investments made by the Company covered under Section 186 of the

Companies Act, 2013 during financial year 2024-25 are detailed in Notes to Accounts of the Financial

Statements.

29. Extract of annual return:

As required under Section 92 of the Companies Act, 2013, the Annual Return for the financial year ended

March 31, 2025 is available on the website of the Company at https://www.geeceeventures.com/investor-relations/default.aspx?id=1#ExFileDataFY_2024-25

30. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

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

Direct Subsidiaries : a) Geecee Fincap Limited (“GCFL”): Geecee Fincap Limited is a wholly owned subsidiary of the Company operating as the non-deposit taking Non-Banking Financial Company (NBFC). It is engaged in the business of lending and investing. The Company invests in the quoted and unquoted shares of other companies, unites of mutual funds, commercial papers and bonds. Other than this the Company have investments in the shares of its subsidiary companies and immovable properties. Further, the Company provide term loans to other bodies corporate and inter-corporate deposits with group companies. GCFL reported total revenue of 911.64 lakhs ( 614.22 lakhs in 2023-2024) for the period under review and Profit after tax of 661.92 lakhs ( 487.76 lakhs in 2023-2024) for the period under review. The increase in net profit of this subsidiary was mainly due to an increase in gains from sales of Investments. b) Geecee Business Private Limited (“GBPL”): Geecee Business Private Limited is a subsidiary of the Company primarily engaged in the business of advisory services relating to Capital Market. It reported total revenue of 34.02 lakhs ( 30.58 lakhs in 2023-2024) for the period under review. There were no comprehensive incomes earned by the Company for the year under review. This subsidiary incurred loss of 3.26 lakhs during the year ended March 31, 2025.

Indirect Subsidiaries : c) Oldview Agriculture Private Limited: This is the Wholly Owned Subsidiary (WOS) of Geecee FinCap Limited. During the year under review there was no revenue generated from the operations of the

Company. However, 6,549/- was earned as other income ( 5,360/- in 2023-2024). However, due to expenses incurred by the Company in making statutory payments and other related expenses this subsidiary made net loss 13,470/- (Loss of 28,780/- in 2023-2024). d) Neptune Farming Private Limited: This is the Wholly Owned Subsidiary (WOS) of Geecee FinCap Limited. During the year under review there was no revenue generated from the operations and from the other Income (Nil in 2023-2024) of the Company. However, due to expenses incurred by the Company in making statutory payments and in other related expenses this subsidiary made net loss

22,620/- (Loss of 34,140/- in 2023-2024).

e) Retold Farming Private Limited: This is the Wholly Owned Subsidiary (WOS) of Geecee FinCap Limited. During the year under review there was no revenue generated from the operations of the

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

b. LIMITED LIABILITY PARTNERSHIPS (LLPs) a) Geecee Nirmaan LLP: This LLP has two partners, with Geecee Ventures Limited holding 75% and Nirmaan Life Space LLP holding 25% of the total contribution to the corpus of the LLP. Since the control of this LLP lies with both the partners, the LLP is a Joint Venture Company in terms of Section 2(6) & 2(27) of the Companies Act, 2013. There was no business operations carried out and thus no revenue was generated during the year by this LLP. However, due to statutory and other related expenses this LLP made loss of 3,002/- as compared to 7,910/- in 2023-2024.

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. There is one Joint Venture as provided above. During the year, no new subsidiary was incorporated. However, Geecee Comtrade LLP, subsidiary LLP of the Company, was struck off by the Registrar of Companies. The application was filed by Geecee Comtrade

LLP on December 24, 2024 for its strike off with Registrar of Companies, Ministry of Corporate Affairs and the application was approved by the Registrar of Companies on March 18, 2025.

The Company funds its subsidiaries, from time to time, in the ordinary course of business and as per the fund requirements, through equity, loans, guarantees and other means to meet working capital requirements.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company https://www.geeceeventures.com/investor-relations/default.aspx?id=1#Data_2

Pursuant to provisions of Section 129 (3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company as “ANNEXURE E”. The statement also provides the details of performance and financial position of the Subsidiary Companies.

As per Section 136 (1), copies of the aforesaid documents will be available for inspection electronically. Members seeking to inspect such documents can send an email to geecee.investor@gcvl.in.

31. Consolidated financial statements:

In accordance with the provisions of Section 129 (3) of the Act and as per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing Annual General Meeting (AGM) of the Company. The Consolidated Financial Statements have been prepared in accordance with the applicable Indian Accounting Standards (IND AS) under Section 133 of the Act.

On a consolidated basis the revenue from operations for financial year 2024-2025 is 13,501.79 lakhs and 56.17 lakhs as other income. Net Profit before tax is 5,868.09 lakhs for the current year as compared to 4,338.30 lakhs for the previous year.

32. Material subsidiaries:

As required under Regulations 16 (1) (c) and 46 of the SEBI Listing Regulations, the Board of Directors has approved the Policy for determining Material Subsidiaries (“Policy”). The detail of the Policy is available on the website of the Company at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/policy-for-determining-material-subsidiary--07022024-2775.pdf

None of the subsidiaries fall within the meaning of “Material Subsidiary” as defined the Company.

33. Committees of The board:

The Board of Directors has following mandatory committees as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR):

1. Audit Committee.

2. Nomination and Remuneration Committee.

3. Stakeholders Relationship Committee.

4. Corporate Social Responsibility Committee.

Other than the above, there is one non-mandatory Committee of Board of Directors i.e. Executive Committee to carry out the functions of the Board of Directors under Section 179 (3) (d) to (f) in order to ensure smooth functioning of the business activities and the Company has also Internal Complaints Committee. The details of constitution of the Committee, meetings held and attended during the year have been provided as part of the Corporate Governance Report.

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

34. Risk management:

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

35. Corporate social responsibility:

Over the past few years, the Company has been dedicated to creating value for society. It focuses on empowering communities economically and socially, while also promoting sustainable development. The

Company prioritizes the well-being of the communities in which it operates, and it firmly success is not solely measured by its growth, but also by the positive impact it generates within society at large.

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act, 2013. The Committees scope of responsibilities encompasses, inter alia, the formulation and recommendation to the Board for its approval and implementation, the Corporate Social Responsibility (“CSR”) Policy of the Company, undertake periodical assessment of the Companys CSR performance, review the draft CSR Report and recommend the same to the Board for its approval and inclusion in the Annual Report of the Company. The role of this Committee also includes recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act and also referred to in the CSR Policy of the Company, as also to monitor the CSR Policy from time to time, etc. During the year, the Annexure to the CSR Policy containing list of the CSR Projects (2024-25) was updated.

The Company has adopted a revised ‘Corporate Social Responsibility Policy effective from May 21, 2025. The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "ANNEXURE C" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR Policy is available on the Companys website on https://www.geeceeventures.com/ uploads/Investor-relations/pdfs/corporate-social-responsibility-policy-amended-on-21052025-2887.pdf

36. Maintainance of cost records and cost audit:

In respect of financial year 2024-2025, the Company was required to maintain cost records as specified by the Central Government under section 148 (1) of the Companies Act, 2013 for the Construction industry and electricity supply and accordingly, such accounts and records were made and maintained by the Company. The Company maintains the Cost records in respect of construction and electricity supply activity in accordance with Section 148 and Rule 3 & 5 of the Companies (Cost Records and Audit) Rules, 2014. Also, in accordance with Rule 4 & 6 of the Companies (Cost Records and Audit) Rules, 2014 the cost records of the Company are audited by practicing cost accountant M/s. Kishore Bhatia & Associates. The Cost Audit Report for the year 2024-2025 was placed before Board of Directors at their meeting held on

August 06, 2025. The Cost Audit Report did not contain any qualification, reservation or adverse remark.

37. Internal financial control systems and Their adequacy:

The Company has in place an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls with reference to the financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee.

A report of the Statutory Auditor on the Internal Financial Controls with reference to financial statements as required under clause (i) of sub-section (3) of Section 143 of the Companies Act, 2013 is provided as

“anneXure B” to the independent auditors report for standalone financial statement for the year ended

March 31, 2025.

38. Compliance with secretarial standards:

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

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

There have been no other material changes and commitments affecting the financial position of the

Company which occurred between March 31, 2025 and the date of this Report, other than those disclosed in this Report.

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

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

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

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

42. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

43. Details of difference between amount of The valuation done at The time of one time settlement and The valuation done while taking loan from The banks or financial

INSTITUTIONS ALONG WITH THE REASONS THEREOF:

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

44. Depository system:

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

Share in physical form and remaining capital was in dematerialized form. As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 08, 2018 and further amendment vide Notification No. SEBI/

LADNRO/ GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) cannot be processed from April 01, 2019 unless the securities are held in the dematerialized form with the depositories. Therefore, members are requested to take necessary action to dematerialize their holdings.

However, SEBI vide its circular no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 02, 2025 has opened a special window only for re-lodgement of transfer deeds, which were lodged prior to the deadline of April 01, 2019 and were rejected / returned / not attended due to deficiencyin the documents / process

/ or otherwise, for a period of six months from July 07, 2025 till January 06, 2026. During this period, the securities that are re-lodged for transfer (including those requests that are pending with the listed Company or RTA, as on date) shall be issued only in demat mode. The Company has published advertisement with respect to the special window in newspapers, Business Standard in English and Pratahkal in Marathi and placed it on the Companys website https://www.geeceeventures.com/uploads/Investor-relations/pdfs/ notice-of-special-window-for-relodgement-of-transfer-requests-of-physical-shares-2899.pdf.

45. Acknowledgements:

The Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders during the year under review The Directors are grateful to all valuable stakeholders, dealers, vendors, banks and other business associates for their excellent support and help rendered during the year. The Directors also acknowledged the commitment and valued contribution of all employees of the Company.

	For and on behalf of the Board of Directors
	Geecee Ventures Limited
	V. V. Sureshkumar	Gaurav Shyamsukha
Place: Mumbai	Whole-Time Director	Managing Director
Date: August 06, 2025	DIN: 00053859	DIN: 01646181