Gujarat Credit Corporation Ltd Directors Report

<dhhead>DIRECTORS REPORT </dhhead>

To,

The Members

GUJRAT CREDIT CORPORATON LIMITED (CIN: L72900GJ1993PLC020564)

Your directors are hereby presenting 33^rd Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2026.

1. FINANCIAL HIGHLIGHTS:

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

(Rs. in Lakhs)

S. N. PARTICULARS	STANDALONE		CONSOLIDATED
	31/03/2026	31/03/2025	31/03/2026	31/03/2025
01. Revenue from Operations	-	-	-	-
02. Other Income	30.02	17.02	30.02	17.02
03. Total Income	30.02	17.02	30.02	17.02
04. Total Expenses	28.25	45.37	28.25	45.37
05. Profit/ Loss before Exceptional Items & Tax	1.77	(28.35)	1.77	(28.35)
06. Less: Exceptional Items	-	-	-	-
07. Profit/(loss) before Tax	1.77	(28.35)	1.77	(28.35)
08. Less: Tax Expenses (Deferred Tax expense / (credit)	0.20	(1.20)	0.20	(1.20)
09. Profit/(loss) after Tax	1.57	(27.15)	1.57	(27.15)
10. Add: Share of Profit from Associate	-	-	8.24	(87.16)
Company
11. Add: Other Comprehensive Income/(loss)	-	-	-	-
Income (FVOCI)
Income tax related to above	(0.36)	0.76	(0.36)	0.76
	0.05	(0.15)	0.05	(0.15)
12. Total Other Comprehensive Income /	(0.31)	0.61	(0.31)	0.61
(Loss) for the Year (Net of Tax)
13. Total Comprehensive income/(loss)	1.26	(26.54)	7.93	(86.55)
14. Earnings per share (Basic)	0.02	(0.32)	0.10	(1.03)
15. Earnings per share (Diluted)	0.02	(0.32)	0.10	(1.03)

2. REVIEW OF OPERATIONS

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

The Total Income increased significantly to Rs. 30,02,000/- up from Rs. 17,02,000/- in the corresponding period of the previous year.

The Profit Before Tax (Operating Profit) stood at Rs. 1,77,000/-, recovering robustly from an operating loss of Rs. 28,35,000/- reported in the previous year. Furthermore, the Company achieved a Net Profit of Rs. 1,57,000/-, marking a positive variance compared to the net loss of Rs. 27,15,000/- incurred in the previous year.

3. DIVIDEND

Due to inadequate profit the company cannot declare dividend for the year FY 2025-26.

4. TRANSFER TO IEPF

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

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

5. RESERVES

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

6. SHARE CAPITAL OF THE COMPANY

The Current paid up equity share capital of the Company as on 31^st March, 2026 is;

SR. NO. PAID UP SHARES	PAID UP EQUITY SHARE CAPITAL	EGM RESOLUTION
1 30,00,000 Equity Shares of Rs. 10/- each (Thirty Lakh equity shares)	Rs.3,00,00,000 /- (Rupees Three Crore only)	-

During the financial year under review, the Company undertook a necessary capital restructuring process to streamline its equity base.

On 25th March, 2026, the Company received formal approval from the BSE Limited (BSE) confirming the forfeiture of 2,20,00,000 equity shares of face value of Rs. 10/- each.

These shares, bearing Distinctive Nos. 3000001 to 25000000, were previously issued as partly paid-up and have been forfeited due to the persistent non-payment of outstanding allotment and call monies by the respective allottees, despite serving due notices.

Consequent to this approved forfeiture and the cancellation of the unpaid portion, the Paid-up Equity Share Capital of Gujarat Credit Corporation Ltd. stands successfully reconstituted at Rs. 3,00,00,000/- (Rupees Three Crore Only).

Trading Members of the Exchange and all stakeholders have been duly informed of this update in line with the regulatory guidelines of the BSE.

7. DEMATERIALISATION OF EQUITY SHARES

As per direction of SEBI and Bombay Stock Exchange Limited, the shares of the Company are under compulsory Demat form.

The Company has established connectivity with both the Depositories i.e., National Securities Depository Limited and Central Depository Services (India) Limited and the Demat activation number allotted to the Company is ISIN: INE034B01019. However, 0.10% of promoter shareholding is under process of Dematerialisation as on 31^st March, 2026.Presently shares are held in electronic and physical mode: 74.32% of shares in Demat mode and 25.68 % in physical mode.

8. CHANGE IN MANAGEMENT AND CONTROL

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

APPOINTMENT, CESSATION AND CHANGE IN DESIGNATION DURING THE YEAR

Sr. No. Name of Director	DIN	TYPE	Designation	DATE
1. VIPUL RAMANBHAI PATEL	02286599	Appointment	Additional Non- Executive Independent Director	03-09-2025
2. APURVA HATHI	03377374	Appointment	Additional Non- Executive Independent Director	03-09-2025
3. LAXMINARAYAN AMRITLAL PATEL	00227814	Cessation	Director	04-09-2025
4. VIPUL RAJA	00055770	Cessation	Director	04-09-2025
5. PRIYANK SHRIRAJBHAI JHAVERI	02626740	Re-appointment (Consecutive for 5 years)	Independent Director	30-09-2025
6. VIPUL RAMANBHAI PATEL	02286599	Change in designation (regularization)	Independent Director	30-09-2025
7. APURVA HATHI	03377374	Change in designation (regularization)	Independent Director	30-09-2025

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

Sr. No. Name of Director	DIN	Designation	STATUS
1. AMAM SHREYANS SHAH	01617245	Managing Director	Promoter and Chairman
2. PRIYANK SHRIRAJBHAI JHAVERI	02626740	Independent Director	Non-executive
3. BINOTI SHAHJATINBHAI	07161243	Director	Promoter and Non-executive
4. BAHUBALISHANTILALSHAH	00347465	Director	Promoter and Non-executive
5. VIPUL RAMANBHAI PATEL	02286599	Independent Director	Non-executive
6. APURVA HATHI	03377374	Independent Director	Non-executive
8 PATEL HETALHARESHKUMAR	-	Company Secretary	-

9. MANAGEMENT DISCUSSIONS AND ANALYSIS

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

10. CORPORATE GOVERNANCE REPORT

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

11. ANNUAL RETURN

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

12. PUBLIC DEPOSITS

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

13. DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013: a. That in the preparation of the Annual Accounts for the year ended 31^st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; c. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. The Annual Accounts have been prepared on a going concern basis; e. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

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

For the year under review, Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014,

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below:

Conservation of Energy and Technology Absorption

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

Technology Absorption

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

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

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

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

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The necessary disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure III to this Report.

16. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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

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

17. DECLARATION BY INDEPENDENT DIRECTORS

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

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Regulations 2015.

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

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

(I) APPOINTMENT & RESIGNATION OF DIRECTORS

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

APPOINTMENT:

During the financial year under review, based on the recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company has appointed, the following Directors in their Board

Meetings and they hold their respective positions until the ensuing Annual General Meeting ("AGM"):

SR NO NAME OF DIRECTOR	DESIGNATION	DIN	DATE OF BOARD APPROVAL & APPOINTMENT
1 VIPUL RAMANBHAI PATEL	Additional Non-Executive Independent Director	02286599	03-09-2025
2 APURVA HATHI	Additional Non-Executive Independent Director	03377374	03-09-2025

CHANGE IN DESIGNATION

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

SR NAME OF DIRECTOR	CHANGE IN DESIGNATION		DIN	DATE OF
NO				SHAREHOLDERS MEETING
1 PRIYANK SHRIRAJBHAI JHAVERI	Non- Executive Independent Director	Non- Executive Independent Director	02626740	30/09/2025
2 VIPUL RAMANBHAI PATEL	Additional Non- Executive Independent Director	Non- Executive Independent Director	02286599	30/09/2025
3 APURVA HATHI	Additional Non- Executive Independent Director	Non- Executive Independent Director	03377374	30/09/2025

RESIGNATION/CESSATION

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

SR. NO. NAME OF DIRECTOR	DESIGNATION	DIN	DATE OF RESIGNATION
1 LAXMINARAYAN AMRITLAL PATEL	NON-EXECUTIVE - INDEPENDENT DIRECTOR	00227814	4th September, 2025
2 VIPUL RAJA	NON-EXECUTIVE - INDEPENDENT DIRECTOR	00055770	4th September, 2025

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

SR. NO. NAME OF DIRECTOR	DIN	DESIGNATION
1. AMAM SHREYANS SHAH	01617245	MANAGING DIRECTOR
2. PRIYANK SHRIRAJBHAI JHAVERI	02626740	INDEPENDENT DIRECTOR
3. BINOTI SHAH JATINBHAI	07161243	DIRECTOR
4. BAHUBALI SHANTILAL SHAH	00347465	DIRECTOR
5. VIPUL RAMANBHAI PATEL	02286599	INDEPENDENT DIRECTOR
6. APURVA HATHI	03377374	INDEPENDENT DIRECTOR
7. PATEL HETAL HARESHKUMAR	-	COMPANY SECRETARY

(II) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, BINOTI SHAH JATINBHAI (DIN: 07161243), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment and your Board recommends her reappointment.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed/reappointed are given in the Notice convening 33^rd Annual General Meeting of the Company.

(III) KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the KMP on the board of company.

MEETINGS OF THE BOARD

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

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

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

During the FY 2025-26, the Board of Directors of your Company met 8 (Eight) times on 22^nd May, 2025, 23^rd June, 2025, 12^th August, 2025, 03^rd September, 2025, 6^th September, 2025, 13^th November, 2025, 7^th February, 2026 and 10^th February, 2026.

r>

Name of				Total No. of Board Meetings attended
Director	22nd May,	23rd June,	12th August,	03rd Sept,	6th Sept,	13th Nov,	7th Feb,	10th Feb,	Total Board	No. of Meetings
	2025	2025	2025	2025	2025	2025	2026	2026	attended
Amam Shreyans Shah	-	-	-	-	-	-	-	-	08
Binoti Shah Jatinbhai	-	-	-	-	-	-	-	-	08
Priyank Shriraj bhai Jhaveri	-	-	-	-	-	-	-	-	08
Bahubali Shantilal Shah	-	-	-	-	-	-	-	-	08
Vipul Ramanbhai Patel	-	-	-	-	-	-	-	-	04
Apurva Hathi	-	-	-	-	-	-	-	-	04

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

SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

COMMITTEES OF THE BOARD

The Companys Board has the following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

(I) AUDIT COMMITTEE:

During the FY 2025-26, 6 (Six) meetings of the Audit Committee were held i.e. 22^nd May, 2025, 23^rd June, 2025, 12^th August, 2025, 6^th September 2025, 13^th November,2025 and 10^th February, 2026. The intervening gap between two meetings was less than 120 (one hundred and twenty days). Necessary quorum was present for all the meetings.

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

Name of the Committee	Designation in Committee	Expertise	Category of Director	No. of meetings during the FY 2025-26
Member				Held	Attended
Priyank Shrirajbhai Jhaveri	Chairperson	Majority members are non-executive. Chairman is	Independent Non-Executive Director	6	6
Vipul Ramanbhai Patel	Member	Independent Director and members are also	Independent Non-Executive Director	3	3
Apurva Hathi	Member	independent. One member has thorough financial and accounting knowledge.	Independent Non-Executive Director	3	3

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

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

(II) NOMINATION AND REMUNERATION COMMITTEE

As on 31^st March, 2026, there are 3 (three) members of Nomination and Remuneration Committee, all members were Independent Directors. A detailed charter of the Nomination and Remuneration committee is also available on the website of the company at www.gccl.co.in.

During the FY 2025-26, 5 (Five) meetings of the Nomination & Remuneration Committee were held i.e., 23^rd June 2025, 3^rd September, 2025, 06^th September,2025, 13^th November,2025 and 10^th February, 2026. Necessary quorum was present for all the meetings The below table highlights the composition and attendance of members of the Committee.

Name of the Committee	Designation in	Category of	No. of meetings during the FY
Member	Committee	Director	2025-26
			Held	Attended
Priyank Shrirajbhai Jhaveri	Chairperson	Non-Executive Independent Director	5	5
Vipul Ramanbhai Patel	Member	Non-Executive Independent Director	3	3
Apurva Hathi	Member	Non-Executive Independent Director	3	3

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

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

The Board of Directors has framed "Remuneration and Nomination Policy" which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The said Policy is uploaded on the website of the company, link: https://www.gccl.co.in/

(III) STAKEHOLDERS RELATIONSHIP COMMITTEE

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

During the F.Y. 2025-26, 5 (Five) meetings of Stakeholders Relationship Committee were held i.e., 23^rd June 2025, 6^th September 2025, 13^th November 2025, 7^th February 2026 and 10^th February 2026.

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

Name of the Committee	Designation in	Category of	No. of meetings during the FY
Member	Committee	Director	2025-26
			Held	Attended
Priyank Shrirajbhai Jhaveri	Chairperson	Non-Executive Independent Director	5	5
Vipul Ramanbhai Patel	Member	Non-Executive Independent Director	4	4
Apurva Hathi	Member	Non-Executive Independent Director	4	4

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

The SRC Committee deals with stakeholder relations and redressal of investors complaints pertaining to share transfer, non-receipt of annual reports, dividend payments, issue of duplicate share certificate, transmission of shares and other miscellaneous complaints.

In accordance with Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has authorized the Companys Registrar and Transfer Agent (RTA) BIGSHARE SERVICES PVT. LTD. to approve the share transfers / transmissions and to comply with other formalities in relation thereto in coordination with the Compliance Officer of the Company.

All the investors complaints, which cannot be settled at the level RTA and the Compliance Officer, will be placed before the Committee for final settlement.

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

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

19. SECRETARIAL STANDARDS

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

20. ANNUAL PERFORMANCE EVALUATION BY THE BOARD

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

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

21. DIRECTORS TRAINING AND FAMILIARIZATION

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

The induction process is designed to:

build an understanding of the Companys processes and

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

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

22. DETAILS OF FRAUD REPORT BY AUDITOR:

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

23. AUDITORS (I) STATUTORY AUDITORS:

M/s Sorab S Engineer & Co, Chartered Accountants, Ahmedabad (FRN: 110417W), were appointed as Statutory Auditors of the Company for term of 05 (Five) years to hold office from the conclusion of the 29th Annual General Meeting till the conclusion of the 34^th Annual General Meeting of the Company to be held in the year 2027.

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

(II) INTERNAL AUDITORS:

Pursuant to Provision of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. Dhruv M Patel & Associates, Chartered Accountants (FRN: 162705W) as an Internal Auditor of Company for F.Y. 2025-2026. The Internal Auditors submit their reports on quarterly basis to the Audit Committee.

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

(III) SECRETARIAL AUDITORS:

a) Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the shareholders have appointed M/s. GKV & Associates (ICSI Firm Registration No.: S2018GJ565600) as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from the Financial Year 2025-26 up to the Financial Year 2029-30.

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

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

Sr. No. Query	Management reply
1. Pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Company has submitted annual audited standalone and consolidated financial result for the financial year 2025- 26 beyond sixty days from the end of the financial year along with audit report.	On May 14, 2025, the IT Department had conducted raid at the premise of the Company that concluded on May 17, 2025. The Audit could not be conducted due to several reasons as a consequence of the raid. Delay in the declaration of the Audited Financial Results is due to delay in Audit. (Same as per 24A)
2. Pursuant to the Section 203 of the Companies Act, 2013, The company has not appointed Chief Financial Officer of the company for the F.Y. 2025-26. 3. Pursuant to the Section 179(3) of the Companies Act, 2013, The Company has filed Form MGT-14 for appointment of Secretarial Auditor at the Board Meeting on delay However, the company has filed Form	The company is in process of finalising a suitable candidate for the CFO and shall duly appoint the same. The delay in filing Form MGT-14 for the board-level appointment of the Secretarial Auditor was administrative in nature and occurred due to internal tracking oversight. However, the company
MGT-14 for appointment of Secretarial Auditor at Annual General Meeting for the five consecutive financial year.	successfully filed Form MGT-14 concerning their appointment for the block of five consecutive financial years approved at the Annual General Meeting, ensuring that the core statutory requirement stands fulfilled. The company has strengthened its secretarial compliance tracking to prevent future recurrence.
4. Mr. Vipul Ramanbhai Patel and Mr. Apurva Hathi hold the position of Independent Directors of the Company as on date. Due to an inadvertent technical glitch, their names were not registered in the Independent Director Databank prior to their initial appointment. However, this administrative omission has since been rectified, and both directors are duly registered in the Independent Director Databank as on date.	Mr. Vipul Ramanbhai Patel and Mr. Apurva Hathi have served in their capacities as Independent Directors with requisite integrity and professional experience. Their initial omission from the Independent Directors Databankc maintained by IICA was purely an inadvertent technical oversight at the time of appointment. This procedural gap has been fully rectified, and both individuals hold active registrations in the databank as mandated by law.

(IV) MAINTENANCE OF COST RECORDS

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

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

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

During the year under review, the company has 1 (one) associate company i.e. GCCL Infrastructure & Projects Limited. Additionally, the company does not have Subsidiary Company. Accordingly, no director has drawn remuneration or commission from holding/subsidiary Company.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

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

28. INSURANCE

All the insurable interests of your company are adequately insured.

29. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

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

During the year under review, the company has 1 (one) associate company i.e. GCCL Infrastructure & Projects Limited. Details mentioned in AOC-I part of Annexure I.

30. CHANGE IN THE NATURE OF THE BUSINESS

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

31. RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

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

1.) Search & seizure operation was conducted by Income Tax Department at the Companys corporate office on 14th May, 2025 and the same was ended on 17th May, 2025 at 11:30 p.m.

2.) The company has forfeited 2,20,00,000 equity shares of Rs. 10/- each, which were partly paid-up due to non-payment of call monies.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

35. RISK MANAGEMENT POLICY

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

The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise-wide risk management framework; and

(b) Overseeing that all the risk that the organization faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

36. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your company believes in providing a healthy, safe and harassment-free workplace for all its employees. Further company ensures that every women employee is treated with dignity and respect. The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

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

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

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

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

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

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

39. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Code on Social Security 2020, and has extended all statutory benefits to eligible women employees during the year.

40. GENERAL DISCLOSURE

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise. 2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

3. During the Year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future. 4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

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

41. ACKNOWLEDGEMENT

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