Generic Engineering Construction & Projects Ltd Directors Report

To

The Members

Generic Engineering Construction and Projects Limited

Your Board of Directors is pleased to present 31st Annual Report of Generic Engineering Construction and Projects Limited (hereinafter referred to as "the Company or GENERIC") covering the business, operations and Audited Financial

Statements of the Company for the financial year ended March 31, 2025 ("period under review").

1. Financial Highlights:

The Financial Statements of your Company are prepared as per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statement of the Company for the FY2024-25 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of Audited Financial Statement of the Company and its subsidiary, as approved by the respective Board of Directors ("Board"). The Consolidated Financial Statement together with the Auditors Report is forming part of this Annual Report.

(Rs. in Lakhs)

Particulars	2024-2025	2023-2024	2024-2025	2023-2024
	Standalone		Consolidated
Income from continuing operations	30,202.04	28,936.39	30,202.04	28,936.39
Other Income	832.24	394.12	832.24	394.12
Total Income	31,034.29	29,330.52	31,034.29	29,330.52
Total Expenses	29,168.96	28,205.20	29,168.96	28,205.20
Profit / (Loss) before exceptional item, share of profit from associate and tax	1,865.32	1,125.32	1,865.32	1,125.32
Add : Share of profit from associate
- Deferred tax charged / (credit)	231.83	(273.88)	231.83	(273.88)
Profit /(Loss) after tax	1,213.49	1,114.20	1,213.49	1,114.20
Share of Profit / (Loss) ofAssociates & Joint Ventures	–	–	0.10	–
Add : Other Comprehensive Income / loss	(11.54)	12.28	(11.54)	12.28
Total Comprehensive Income / (loss) for the year	1,201.96	1,126.47	1,201.85	1,126.47
Less: Total Comprehensive Income/(loss) attributable to non controlling interest	–	–	–	–
Total Comprehensive Income / (loss) for the year attributable to controlling interest	–	–	–	–
Nominal value per share (in rupees)	5	5	5	5
Basic and diluted earnings per equity share
– Basic (in rupees)	1.63	2.12	1.63	2.12
– Diluted (in rupees)	1.63	1.93	1.63	1.93

Standalone Performance Highlights

For the financial year 2024 25, the Company reported standalone revenue of Rs. 31,034.29 lakhs, as compared to Rs. 29,330.52 lakhs in FY 2023–24. Total expenses for the year stood at Rs. 29,168.96 lakhs, marking a as compare of Rs. 28,205.20 lakhs in the previous year. The Company recorded a profit of Rs. 1,201.96 lakhs during FY 2024 25, compared to a profit of Rs. 1,126.47 lakhs in the previous year.

Consolidated Performance Highlights

During the financial year under review, the Joint venture LLP remained non-operational. As a result, there were no revenues, minor expenses, or other financial activities attributable to the Joint venture during the reporting period. Accordingly, the consolidated financial statements of the Company reflect no contribution from the Joint venture entity, and the overall performance metrics remain solely representative of the standalone operations of the parent Company.

2. Change in the Nature of Business, If any:

There has not been any change in the nature of business of the Company during the Financial Year ended on 31st March, 2025.

3. Board Policies

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 ("Act") and Securities and Exchange Board of India (SEBI) Regulations are provided in Annexure I to this Boards report.

4. Subsidiary, Joint Venture and Associate:

During the period under review, the Company has incorporated Joint venture LLP as namely Generic Bootes Construction LLP on 02nd September, 2024. The Company does not have any Subsidiary or Associate Company. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys joint venture in Form No. AOC-1 is appended as Annexure II to the Boards report.

5. Reserves:

Your Company does not propose to transfer any amount to the reserves for the financial year 2024-25.

6. Dividend

As per the Dividend Distribution Policy, dividend payout would have to be determined based on available financial resources, investment requirements and taking into account optimal shareholder return. Within these parameters with a view for expansion of resources, your Directors have thought it prudent not to recommend any dividend for the financial year ended March 31, 2025.

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") can also be accessed on the Companys website at the weblink https://gecpl.com/assets/pdf/policies-and-code-of-conduct/DIVIDEND%20 DISTRIBUTION%20POLICY.pdf

7. Share Capital and listing of new shares:

The Authorised Capital of the Company as on March 31, 2025 is Rs. 30,00,00,000/- (Rupees Thirty Crores Only) out of which the Paid-up Equity Share Capital of the Company is Rs. 28,49,31,095/- (Rupees Twenty-Eight Crores Forty Nine Lakh Thirty-One Thousand Ninety-Five Only).

During the period under review, the Company successfully completed the issuance and listing of 39,50,000 equity shares on BSE Limited and NSE Limited. This allotment was effected pursuant to the conversion of warrants into equity shares, in accordance with the applicable regulatory provisions and terms of the warrant issuance.

8. Credit Ratings

During the financial year 2024–25, your Company was assigned a credit rating of BB- (Negative Outlook) by CRISIL.

The management remains committed to strengthening the Companys creditworthiness and has undertaken targeted initiatives aimed at improving operational efficiency, financial discipline, and stakeholder engagement. Efforts are ongoing to enhance the external rating through strategic measures and sustained performance improvements.

9. Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Internal Financial Control procedure adopted by the Company are adequate for safeguarding 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

Internal Financial Controls were operating effectively and no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

10. Annual Return

In pursuance of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, a copy of the Annual Return in Form No. MGT-7 is available on the Companys website and can be accessed at the weblink https://gecpl.com/ investors.php

11. Internal Audit

The internal audit of the Company for the financial year 2024 25 was undertaken by M/s. Aneja Assurance Pvt. Ltd., an independent external agency. The scope of the internal audit is appropriately defined, taking into consideration the size, scale, and complexity of the Companys operations.

The internal auditors submit detailed reports, which are reviewed and deliberated upon in the meetings of the Audit Committee and the Board of Directors. The Audit Committee closely monitors the implementation and execution of the audit plan, assesses the adequacy and effectiveness of the internal control systems, and oversees the timely implementation of audit recommendations to strengthen the governance framework of the Company.

12. Induction of Strategic & Financial Partners During the Year

During the year under review, the Company has not inducted any strategic and financial partners.

13. Deposits

The Company has neither invited nor accepted any deposits from the public falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. There is no unclaimed or unpaid deposit lying with the Company. Hence, the requirement for furnishing of details relating to deposits covered under Rule 8(5)(v) of Companies (Accounts) Rules, 2014 and Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014 is not applicable.

14. Loan from the Director

During the period under review the Company has borrowed the fund from the Managing Director i.e Mr. Manish Patel, the details of the Fund borrowed is as follows;

Name of Director/Company	Loan taken during the year	Loan remaining at the end of the year
Mr. Manish Patel	93.00	43.00

15. Related Party Transactions

The Company has in place a process for approval of related party transactions and dealing with related parties. As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Companys Policy on Materiality of and Dealing with

Related Party Transactions and as required under SEBI Circular.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website and can be accessed at the Web-link: https://gecpl.com/assets/pdf/policies-and-code-of-conduct/projects%20limited%20policy%20on%20materiality%20of.pdf

All Related Party Transactions (RPT) and subsequent material modifications are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPT which are of repetitive nature and / or entered in the ordinary course of business and are at arms length.

The Related Party Transactions that were entered into during FY2024-25 were on an arms length basis and in the ordinary course of business in accordance with Section 188(1) of the Act. The details of transactions/ contracts/ arrangements referred to in Section 188(1) of the Act entered into, by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Act read with the Listing Regulation during FY2024-25, are furnished in Form AOC-2 and are attached as an Annexure III of this Report.

16. Conversation Of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is stated hereunder:

Conservation of energy: -

(I) the steps taken or impact on conservation of energy	Nil
(ii) the steps taken by the Company for utilizing alternate sources of energy	Nil
(iii) the capital investment on energy conservation equipments	Nil

Technology absorption:-

(I) the effort made towards technology absorption	Nil
(ii)the benefits derived like product improvement cost reduction product development or import substitution	Nil
(iii)in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
(a) the details of technology imported	–
(b) the year of import;	–
(c) whether the technology been fully absorbed	–
(d)if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	–
(iv) the expenditure incurred on Research and Development	Nil

Foreign Exchange Earnings or outgo in foreign exchange during the FY2024-25:

There was neither any foreign exchange earning nor foreign exchange outgo during the FY2024-25.

17. Particulars of Loans, Guarantees, Investments and Securities

The details of loans given, investments made or guarantees or securities provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of loan or guarantee or security pursuant to Section 186 of the Act are given under Notes to Accounts annexed to Standalone Financial Statements for the year ended March 31, 2025 and the same forms part of this Annual Report.

18. MATTERS RELATED TO DIRECTORS & KMPs:

1. Composition of Board;

Your Company embraces the importance of a diverse Board in its success. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.

The Directors on the Board holds different knowledge and skills along with regional and industry experience, cultural and geographical background of the Board ensures that your Company retains its competitive advantage. As on March 31, 2025, the Board consisted of 6 Directors comprising of a 2 Executive Directors and 4 Independent Directors, of whom 1 is an Independent Woman Director.

Name	Designation
Mr. Manish Patel	Managing Director
Mr. Tarak Gor	Whole-Time Director & CFO (Upto 18th March, 2025)
Mr. Jayesh Rawal	Whole-Time Director (Upto 18th March, 2025)
Mr. Dhairya Patel	Executive Director
Mr. Anurag Pathak	Independent Director
Mr. Rajesh Ladhad	Independent Director
Mr. Ashok Tiwari	Independent Director (w.e.f. 22st January, 2025)
Ms. Namita Talele	Independent Director
Mr. Vishesh Nihalani	Independent Director (Upto 22st January, 2025)

During the FY2024-25, there was change in the composition of Board is as follows.

Sr. No Name	Nature of change	Date of appointment/ cessation
1 Mr. Tarak Gor	Resigned from the position of Whole-Time Director & CFO*	18th March, 2025
2 Mr. Jayesh Rawal	Resigned from the position of Whole-Time Director*	18th March, 2025
	Appointee as an Additional Independent Director.#	22st January, 2025
3 Mr. Ashok Tiwari	Regularised in the General meeting as an Independent Director#	19th April 2025
4 Mr. Vishesh Nihalani	Resigned from the position of Independent Director*	22st January, 2025

*Resignation #Appointment

2. Change in composition of the Board, after the end of FY2024 -25 till the date of this report;

The following changes occurred in the composition of the Board of Directors of the Company after the end of FY2024 -25 till the date of this report.

Sr. No Name	Nature of change	Date of appointment/ cessation
1 Ms. Namita Talele	Change in designation from Independent Director to Non-executive Director	13th June, 2025

3. Director(s) liable to retire by rotation;

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Manish Patel (DIN 00195878) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment along with other required details forms part of the Notice of AGM.

4. Composition and Meetings of Board of Directors & Committee(s)

The Composition of Board and Committee(s) as on March 31, 2025 and the details of the Meetings of the Board and Committee(s) of the Company held during FY2024-25 are disclosed in the Report on Corporate Governance forming part of this Annual Report.

During the year under review, all the recommendations/submissions made by the Audit Committee and other Committees of the Board were accepted by the Board.

5. Declaration by Independent Directors

Pursuant to Section 149(7) of the Act, Regulation 16(1)(b) and Regulation 25(8) of the Listing Regulations, the Independent Directors have provided a declaration to the Board of Directors that they meet the criteria of Independence as prescribed in the Act and the Listing Regulations, and are not aware of any situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge duties as an

Independent Director with an objective independent judgement and without any external influence. Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the Listing Regulations.

The Board is of the opinion that the Independent Directors hold highest standards of integrity and possess the relevant proficiency, expertise and experience to qualify and continue as Independent Directors of the Company and are Independent from the Management of the Company.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs have confirmed that they have registered themselves with databank maintained by The Indian Institute of

Corporate Affairs (‘IICA). These declarations/confirmations have been placed before the Board.

6. Independent Directors Meeting

In accordance with the provisions of Listing Regulation and Companies Act, the Independent Directors of your Company met twice during the financial year, on February 10, 2025 and March 25, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of the Non-Independent Directors, CFO, CEO, Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account assessment of the quality, quantity and timeliness of flow of information between the Company management & the Board and free flow of discussion on any matter that is necessary for the Board to effectively and reasonably perform their duties.

7. Relationship between Directors

Mr. Dhairya Patel, Executive Director is related to Mr. Manish Patel, Managing Director. Other than this relationship, none of the Directors on the Board are related to each other.

8. Number of meetings of the Board

The Board met 12 (Twelve) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

9. Code of Conduct

The Company has adopted the Code of Conduct for its Board Members and Senior Management of the Company. All the Board members and Senior Management personnel have affirmed compliance with the applicable Code of Conduct. A declaration as required under Regulation 26(3) of Listing Regulations duly signed by the Director forms part as an annexure of Corporate Governance Report. The Code is available on the website of the Company at https://gecpl.com/assets/pdf/policies-and-code-of-conduct/CODE%20OF%20 CONDUCT%20For%20Board%20members%20and%20Senior%20Management.pdf

10. Familiarisation and Training Programmes

The Company has formulated a policy on ‘Familiarisation programme for Independent Directors. Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia, explains the role, function, duties and responsibilities expected as a Director of the Company. Further, the Company also familiarize the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The Director is also explained in detail the compliance required from him under the Act and the Listing Regulations. Further, on an ongoing basis as a part of Agenda of Board/ Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the business strategies, management structure, management development, quarterly and annual results, budgets, review of Internal Audit, risk management framework, operations of subsidiaries and associates. The Policy on Familiarisation programme for independent directors along with the details of the Familiarization Programmes conducted by the company during the FY2024-25 are available on the website of the Company and can be accessed at https://gecpl.com/assets/pdf/policies-and-code-of-conduct/Familiarisation%20Programme%20for%20New%20 Directors.pdf

11. Policy On Directors Appointment And Remuneration

Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations, as amended from time to time, requires the Nomination and Remuneration Committee ("NRC") to formulate a Policy relating to the remuneration for the Directors, Key Managerial Personnel ("KMP"), Senior Management and other employees of the Company and recommend the same for approval of the Board.

Accordingly, in compliance to the aforesaid provisions, the Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at https://gecpl.com/assets/pdf/policies-and-code-of-conduct/NOMINATION%20AND%20REMUNERATION%20 POLICY.pdf

12. Appointment Criteria And Qualifications:

1) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or Senior Management and recommend to the Board his / her appointment.

2) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

3) The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager who has attained the age of seventy years.

Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

13. Annual Evaluation:

The Board has adopted a formal mechanism for evaluating its own performance, as well as that of its Committees and individual Directors, including the Chairman. A comprehensive Board effectiveness assessment questionnaire was developed, based on the criteria and framework approved by the Board. The outcome of the evaluation reflected a high level of commitment, engagement, and effectiveness demonstrated by the Board, its Committees, and senior management. The findings and recommendations arising from the evaluation process were deliberated upon during the meeting of the Independent Directors held on February 13, 2025.

The performance evaluation shall be carried out as given below:

Sr. No Performance Evaluation by	Of Whom
1 Board of Directors	Board as a whole and Committees of Board All Directors excluding the Director being evaluated
2 Independent Directors	Non - Independent Directors Chairman of the Company Board as a whole
3 Committees of Board	Board of Directors

14. Removal:

Due to reasons for any disqualification mentioned in the Act, rules made there under or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, rules and regulations.

15. Retirement:

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Act and the prevailing internal policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

16. Provisions Relating to Remuneration of Directors, KMP and Senior Management • General:

The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and such other approval, wherever required.

The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Act and Listing Regulations, and the rules made there under for the time being in force.

Increments to the existing remuneration/compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Person.

The remuneration structure will have a right mix of guaranteed (fixed) pay, pay for performance and long term variable pay based on business growth and other factors such as growth in shareholder value to ensure that it is competitive and reasonable.

Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and for Senior Management for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

Remuneration to Managerial Person, KMP and Senior Management:

1) Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Act and the rules made there under for the time being in force. The breakup of the pay scale and quantum of perquisites including employers contribution to Provident Fund(s), pension scheme(s), medical expenses, club fees, etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and such other approval, wherever required.

2) Variable Pay:

The Company may in its discretion structure any portion of remuneration to link rewards to corporate and improvement targets or the attainment of certain financial individualperformance,fulfillment ofspecified or other objectives set by the Board. The amount payable shall be based on performance against pre- determined financial and non-financial metrics.

3) Provision for excess remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Act. If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without such approval, wherever required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

Remuneration to Non-Executive/Independent Director:

1) Remuneration/Commission:

The remuneration/commission, if any, shall be in accordance with the statutory provisions of the Act and the rules made there under for the time being in force.

2) Sitting Fees:

The Non-Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Act, per meeting of the Board or Committee or such amount as may be prescribed from time to time.

3) Limit of Remuneration/Commission:

Remuneration/Commission may be paid to Non-Executive Directors within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profitsof the Company computed as per the applicable provisions of the Act.

17. List of Key Managerial Personnel (KMP) and Changes during the period under review and till the date of signing of this report:

Sr. No. Name of the KMP	Designation	Date of appointment/ cessation
1 Mr. Tarak Gor	Chief Financial Officer*	18th March, 2025
2 Ms. Shital Lokhande	Chief Executive Officer#	13th June, 2025
4 Ms. Krishana Sharma	Company Secretary & Compliance Officer*	06th January, 2025
5 Ms. Simran Agrawal	Company Secretary & Compliance Officer#	03rd April, 2025

*Resignation #Appointmnet

18. Committees:

As on date the Company has seven committees of the Board i.e.– Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Management Committee.

The terms of reference, composition and the details of the meetings of the committees held during the year under review are provided in Corporate Governance Report.

19. Committees of Board

The details of the committees are provided in Corporate Governance Report, which is a part of this report.

19. Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to cs@gecpl.com.

20. Employee Stock Option Scheme

During the period under review the company has not issued any Employee Stock Option Scheme.

21. Report on Corporate Governance

A detailed Report on Corporate Governance in terms of Schedule V of the Listing Regulations for FY2024-25, is forming part of this Annual Report.

Further, a Certificate from M/s. Yatin Sangani & Associates. Company Secretaries LLP., the Practicing Company Secretary and Secretarial auditor of the Company confirming compliance of conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V to the Listing Regulations is annexed to the Report on Corporate Governance.

22. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations (as amended from time to time), the Company has framed Vigil Mechanism/Whistle Blower Policy ("Policy") to enable directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports of any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior /conduct etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system which can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and Listing Regulations. The same is available on the website of the Company and can be accessed at https://gecpl.com/assets/pdf/policies-and-code-of-conduct/Whistle%20Blower%20Policy.pdf

23. Prevention of Sexual Harassment of Women at Workplace ("POSH")

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has constituted Internal Committees (IC). Our POSH Policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders. To build awareness in this area, the Company has been conducting induction/ refresher programmes on a continuous basis.

Sr. No. Category		No of complaints
	Pending as on April 01, 2024	filed during the year	Disposed-off during the year	Pending as on March 31, 2025
1 Sexual harassment complaints	NIL	NIL	NIL	NIL

During the year under review, no complaints in relation to sexual harassment at workplace have been reported. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

24. Maternity Benefit

The Company is committed to upholding the rights and welfare of its employees and ensures full compliance with the provisions of the Maternity Benefit Act, 1961. All eligible women employees are granted maternity benefits in accordance with the Act, including paid leave and other applicable entitlements.

The Company also promotes a supportive and inclusive work environment and is committed to implementing measures that facilitate work-life balance for women employees during and after maternity.

25. Risk Management

The Company recognizes that risk is an inherent and unavoidable aspect of business and is fully committed to proactively and effectively managing it. Our long-term success depends on our ability to identify emerging opportunities while prudently navigating associated risks.

To this end, the Company has established a disciplined and dynamic process for continuously assessing risks arising from both internal and external environments, with an emphasis on minimizing their potential impact. Risk mitigation strategies are embedded within the Companys overall strategic and operational plans.

The core objective of the Risk Management process is to enable value creation in an uncertain and volatile environment, promote sound governance practices, address stakeholder expectations proactively.

The Company has adopted a comprehensive Risk Management Policy, which outlines a structured approach to manage uncertainties and support the achievement of both stated and implicit business objectives. the Board, is responsible for overseeing the risk management framework and ensuring that key short-term and long-term business risks are effectively identified, evaluated, and addressed.

Risk identification and mitigation is a continuous process within the Company. After assessing potential uncertainties, appropriate short-term and long-term action plans are formulated to address risks that may materially affect the Companys long-term goals. Mitigation strategies for significant risks are well-integrated into business plans and are periodically reviewed by senior leadership.

In view of the rapidly evolving business landscape and increasing complexity, the Company regularly reviews and enhances the adequacy and effectiveness of its risk management systems. Through this process, the Company seeks to manage risks within the defined risk appetite framework.

The Companys Risk Management Policy is available on its website and can be accessed at: https://gecpl.com/ assets/pdf/policies-and-code-of-conduct/Risk%20Management%20Policy.pdf

26. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

27. Statutory Auditors

M/s. Bilimoria Mehta & Co, Chartered Accountants, having Firm Registration Number (FRN:101490W) were appointed as Statutory Auditors of the Company at the AGM held on December 22, 2020 for a term of 5 (five) consecutive years and hold office upto the conclusion of this AGM.

It is further proposed to re-appoint M/s. Bilimoria Mehta & Co., Chartered Accountants, as the Statutory Auditors of the Company for a second term of five consecutive years, commencing from the conclusion of the 31st Annual General Meeting and continuing until the conclusion of the 36th Annual General Meeting, to be held for the financial year 2029–30. The requisite resolution for their re-appointment forms part of the Notice convening the 31st Annual General Meeting.

M/s. Bilimoria Mehta & Co has confirmed that they are not disqualified from continuing as Statutory Auditors of the

Company and satisfy the independence criteria.

28. Statutory Auditors Report

The Statutory Auditors Report issued by M/s. Bilimoria Mehta & Co, Chartered Accountants for the year under review does not contain any qualification, reservations or adverse remarks. The Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further clarifications under Section 134(f) of the Act. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Companybyitsofficersor . employees

29. Secretarial Auditor and audit report:

Being a publicly listed Company, the Company is required to annex a Secretarial Audit Report from a Company Secretary in Practice with the Board Report for the said purpose, on the recommendation of the Audit Committee, the Company appointed M/s. Yatin Sangani & Associates, Practicing Company Secretaries in accordance with provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 to conduct the secretarial audit of the Company for the financialyear 2023-2025. The SecretarialAuditReport financialyear ended March 31, FormNo.MR-3forthe 2025, is annexed herewith as an ‘Annexure IV to this Boards Report.

The observations given by the Secretarial Auditor in their report for the financial self-explanatory except for the following:

Sr. No Observations		Management Reply
1. 2. Delay in payment of listing fees as per requirement of Regulation 14 of the SEBI LODR. The Company has not given prior intimation of Board meeting as per the requirement of regulation 29 of the SEBI LODR 2015.		The Company has paid the interest amount and in future, payment of listing fees, will be made on time. The management acknowledges this matter and assures that necessary measures will be implemented to prevent such instances from occurring in the future.
The intimation of Board meeting dated 20.12.2024 for the approval of financial results for the quarter ended June 2024 and September, 2024 was given 18.12.2024
3. Non-Compliance of Regulation 33 (3) (a) The listed entity shall submit quarterly and year-to-date standalone financial results to the stock exchange within forty-five days of end of each quarter, other than the last quarter.		The management acknowledges this matter and assures that necessary measures will be implemented to prevent such instances from occurring in the future.
The Company has submitted the financial results for the quarter ending June 2024 , September 2024 and December, 2024 with a delay of 127, 33, and 18 days respectively.
4. Non-Compliance of Regulation 23 (9) with disclosure of related party transactions on consolidated basis.		The management acknowledges this matter and assures that necessary measures will be implemented to prevent such instances from
The Company has submitted the disclosure of related party transaction for the quarter ending March 2025, with a delay of 8 days.		occurring in the future.
5. A delay has been noticed w.r.t. the transfer of the final dividend amount declared in the 29th Annual General Meeting (‘29th AGM) to the separate bank account opened for that purpose under section 123 of the Companies Act, 2013		The Company has transferred 50% of the payable dividend amount to a Separate Bank Account and for the balance amount the delay occurred. The Company be and is hereby notes the said procedural delay. However, the Company ensured the payment of dividends to the shareholders within the prescribed timeline under the Companies Act, 2013. Further, the Company will ensure this type of delay shall not be repeated in the future.
Sr. No Observations	Management Reply
6 Non-Compliance of Regulation 34 (1) wrt submission of Annual report of the Company.	The management acknowledges this matter and assures that necessary measures will be implemented to prevent such instances from occurring in the future
7 The application with NSE for the conversion of warrants into the Equity shares were submitted with 1 day delay.	The delay in the application was due to some technical error, the company was not able to submit application with NSE.

30. Cost Audit:

The provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof on the recommendation of the Audit Committee, the Board of Directors of the Company in its meeting held on September 06, 2025 has approved the re-appointment of M/s. Ashish Deshmukh &

Associates, Cost Accountants as the Cost Auditors for the Company for the financial year ending March 31, 2025. A proposal for ratification of remuneration of the Cost Auditor for the financial year 2025-26 is placed before the shareholders.

31. Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act in relation to the Audited Financial Statements of the

Company for the year ended March 31, 2025, the Board of Directors confirm that, to the best of its knowledge and belief: 1. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures; 2. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; 3. proper and sufficient care has been taken for the with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual financial statements have been prepared on a going concern basis;

5. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate andoperatingeffectively;

6. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

32. Corporate Social Responsibility

A summary of the Companys Corporate Social Responsibility (CSR) initiatives, including the key activities year, is provided in Annexure V to this Boards Report. The undertakenandtheamount spentduringthe financial disclosure has been made in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company remains committed to contributing meaningfully to society and aligning its CSR initiatives with its core values and sustainable development goals.

The CSR Policy of the Company, which outlines the guiding principles and focus areas for CSR activities, is available on the Companys website and can be accessed at https://gecpl.com/assets/pdf/disclosure-under-companies-act/policies/CSR%20Policy.pdf

33. Compliance with Secretarial Standard

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively.

34. Meetings and Postal Ballot

The company had conducted postal ballot during the year and below resolutions were passed vide Postal Ballot during the FY2024-25: Appointment of Mr. Ashok Laxmikant Tiwari as a Non Executive & Independent Director.

The Postal Ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Companies Act, 2013, read with the rules framed thereunder, and MCA Circulars. M/s. Yatin Sangani & Associates, Practicing Company Secretaries, (Membership No -A33246, C.P. No. 22681), as the Scrutinizer for conducting the e-voting process in a fair and transparent manner. The e-voting commenced on Thursday, March 20, 2025 (9.00 AM IST) and closed on Saturday, April 19, 2025 (5.00 PM IST). The Scrutiniser submitted his report on April 22, 2025 after completion of scrutiny. Voting results are available on the website of the Stock Exchanges and the Company.

35. Succession Plan

Your Company is conscious of succession planning and therefore gives focus on orderly succession of Directors, Key Managerial Personnel and Senior Management. Your Company follows a continuous process of evaluation and coaching to facilitate succession within the hierarchy.

The Policy on Succession Planning for the Board and Senior Management as approved by the Board is uploaded on the Companys website and can be accessed at the https://gecpl.com/assets/pdf/policies-and-code-of-conduct/ Policy%20on%20Succession%20Planning%20for%20the%20Board%20and%20Senior.pdf

36. Significant and Material Orders Passed by the Regulators or Courts or Tribunal

During the year under review, there were no significant and material orders passed by the tribunals that would impact the going concern status of the Company and its future operations.

37. Investor Relations (IR)

Your Company always believes in striving hard to achieve excellence and leading from the front with adhering to best practices in IR while maintaining a relationship of trust with investors and all the stakeholders. In the FY2024-25, your Company increased its interaction with investors and stakeholders. The leadership, including the Chairman, MD, & CFO while their interaction with stakeholders communicated for the growth potential of business, capital allocation, plan for scaling up growth gems and various CSR activities.

The Company ensures timely and equitable dissemination of critical information by making all relevant updates available through stock exchange filings and on its official website, thereby promoting transparency and informed decision-making.

38. Cyber Security

In view of the increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from the end user machines to network, application and the data.

During the year under review, your Company did not face any cyber security issues.

39. Other Disclosures

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

• The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule (13) of the Companies (Share Capital and

Debenture) Rules, 2014 is furnished; There was no revision in the financial statements;

The Company has not issued any shares with differential rights and hence no information as per provisions of

Section 43(a)(ii) of the Act, read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

• During the year under review, no funds were raised through preferential allotment or qualified institutional placement;

• There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

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

Acknowledgement

The Board of Directors expresses its deep gratitude for the continued guidance, support, and cooperation extended by the Government of India, regulatory authorities, financial institutions, and banking partners.

We are equally thankful to our valued shareholders, customers, suppliers, and business associates for their unwavering trust, confidence, and enduring relationship with the Company.

The Board also places on record its sincere appreciation for the dedication, commitment, and hard work of employees across all levels. Their steadfast efforts have been instrumental in driving the Companys performance, growth, and sustained excellence.

For and on behalf of

GENERIC ENGINEERING CONSTRUCTION AND PROJECTS LIMITED

 

Manish Patel	Dhairya Patel
Managing Director	Executive Director
(DIN: 00195878)	(DIN: 08909705)

 

Place: Mumbai

Date: September 06, 2025