The Board of Directors are pleased to present to the shareholders and stakeholders the 42^nd (Forty-second) 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, 2026. This report provides a comprehensive overview of the
Company's strategic initiatives, financial performance, operational achievements and key challenges faced during the fiscal
year, along with insights into the Company's future growth trajectory.

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

1. FINANCIAL RESULTS:

The Company's performance during the financial year ended March 31, 2026 as compared to the previous financial
year is summarized below:

(? in Lakhs except EPS)

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 marginal portion of the Company's
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. Company's Overall Business
Standalone

During the financial year 2025-26, the Company earned total income of ?7,456.87 lakhs as compared to
?12,731.35 lakhs in the previous year. Out of the total income, the Company has earned ?1,454.51 lakhs from
real estate activities, ?5,707.28 lakhs from Investment, Securities and Loans activities and T210.88 lakhs from
wind power generation as compared to ?9,373.28 lakhs, ?3,128.00 lakhs and T191.81 lakhs from real estate,
Investment, Securities and Loans activities and wind power generation respectively in the previous year. The
Company reported Profit after taxes in 2025-26 of ?4,166.65 lakhs as compared to profit after tax of ?4,138.84
lakhs in 2024-25. The total Comprehensive Income is ?5,554.28 lakhs as compared to ?13,211.58 in the previous
year.

Consolidated

On a consolidated basis, the income of the Company during the financial year 2025-26 is ?7,584.70 lakhs as
compared to ?13,557.96 lakhs in the previous year. The Net Profit before tax for the financial year 2025-26 is
?5,077.61 lakhs, compared to ?5,868.07 lakhs in the previous year and Net Profit after tax is ?4,207.23 lakhs,
compared to ?4,674.99 in the previous year. The total Comprehensive Income is ?5,921.70 lakhs as compared to
?13,907.95 in the previous year.

II. Company's Segmental Financial Performance

Geecee Ventures Limited primarily operates across the following business verticals:

REAL ESTATE:

During the year under review, the Company maintained steady progress across its real estate portfolio, supported
by disciplined project execution and adherence to planned timelines. The Company continues to focus on
operational efficiency, quality construction, and timely delivery, thereby strengthening its market presence.

At present, the Company has four ongoing projects. The project "Geecee Emerald" at Kharghar comprises two
buildings, Tower A and Tower B (Residential & Commercial), where finishing work is currently in progress. At "The
Mist - Phase III" located at Karjat, the project consists of three wings - Wing F, Wing G, and Wing H (Residential
& Commercial). RCC work for Wing F and Wing G has been completed and finishing work is underway, while
Wing H has reached the plinth level stage. The project "Sapphire by Geecee" at Andheri comprises three wings
- Wing A, Wing B, and Wing C (Residential). Key construction activities including first-level basement work, raft
foundation, excavation, and piling have been completed. At "Evana by Geecee" located in Bandra, which includes
two wings - Wing A and Wing B (Residential), excavation and PCC raft work have been completed.

Land Acquisition - Goregaon West:

During FY 2025-26, the Company completed the acquisition of freehold land admeasuring 4,003.80 square
meters at Goregaon West, Mumbai. The Conveyance Deed was executed and registered on November 06, 2025,
marking completion of the acquisition. The acquisition strengthens the Company's real estate portfolio and
development potential in Goregaon West, a prominent residential and commercial micro-market in Mumbai.

Construction activities across projects are progressing as per schedule. The Company remains focused on
timely execution and continues to explore strategic development and redevelopment opportunities to expand its
project portfolio and support long-term growth.

INVESTMENT, SECURITIES AND LOANS 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 2025-26, 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 2025-26, 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 Company has also not issued any
instruments convertible into equity shares, sweat equity shares or shares with differential voting rights. The issued,
subscribed and paid-up equity share capital of the Company as at March 31, 2026 stood at ?20,91,17,290/- (Rupees
Twenty Crores Ninety-One Lakhs Seventeen Thousand Two Hundred and Ninety) 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, 2026 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, at its meeting held on May 16, 2026. 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 Members, and the Company is
required to deduct TDS from the dividend to be paid to the Members as per rates prescribed under the Income Tax Act,
2025 (IT Act).

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

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 financial year
ended March 31,2026 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, at its meeting held on May 16, 2026. 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 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 shall be transferred by the Company in the name of Investor Education and
Protection Fund (IEPF).

The Company declared a dividend for the financial year 2017-18, following which the next dividend was declared
directly for the financial year 2020-21. Accordingly, the due date for transfer of the unclaimed dividend and the
corresponding shares relating to the financial year 2020-21 to the Investor Education and Protection Fund (IEPF) is
2028. Consequently, no transfer of unclaimed dividend or the corresponding shares to the IEPF was required during
the financial year 2025-26.

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 a 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 (LODR Regulations) forms part of this Annual Report. The Company is committed to
transparency in all its dealings and places high emphasis on business ethics.

For the financial year ended March 31, 2026, the Secretarial Auditors' Certificate does 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 Board of Directors has not proposed to transfer any amount to the General Reserve for the financial year 2025-26.
Accordingly, the entire profit for the year of ?4,166.65 lakhs has been retained in the Statement of Profit and Loss, and
the closing balance of retained earnings as at March 31, 2026 stands at ?47,494.40 lakhs.

9. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report 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, 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 Company's
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 (LODR)
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 Company's
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.

• Women Director:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17(1) of the SEBI LODR
Regulations, a Company shall have at least one-woman director on the board of the Company. The Company has
two women independent directors on the Board.

• 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. Gaurav Shyamsukha (DIN: 01646181), Managing Director retires by rotation and
being eligible has offered himself for re-appointment. A brief profile of the Director proposed to be re-appointed
is provided in the Notice of the ensuing Annual General Meeting.

• Appointment / Re-appointment:

During the year under review, the Board, based on the recommendation of the Nomination and Remuneration
Committee, at its meeting held on August 06, 2025, proposed the re-appointment of Mr. Sureshkumar Vasudevan
Vazhathara Pillai (V. V. Sureshkumar) (DIN: 00053859), subject to shareholders' approval. Accordingly, he was re¬
appointed as Whole-Time Director at the 41st Annual General Meeting held on September 18, 2025, for a period
of three years with effect from May 28, 2026 to May 27, 2029.

Further, the Board, based on the recommendation of the Nomination and Remuneration Committee, at its
meeting held on August 06, 2025, proposed the re-appointment of Ms. Rupal Anand Vora (DIN: 07096253),
subject to shareholders' approval. Accordingly, she was re-appointed as an Independent Director at the 41st
Annual General Meeting held on September 18, 2025, for a further term of five consecutive years commencing
from August 13, 2026 to August 12, 2031, upon completion of her first term.

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 of the Directors
are disqualified / debarred from holding the positions pursuant to Section 164 of the Act or under any other
applicable laws. The Company has also obtained a certificate from Avani Gandhi & Associates, Practising
Company Secretaries, that none of the directors on the Board of the Company has been debarred or disqualified
from being appointed or continuing as directors of companies by the Securities and Exchange Board of India (the
"SEBI”)/ Ministry of Corporate Affairs (the "MCA”) or any such statutory authorities as on March 31,2026. A copy
of the said certificate is attached to the Corporate Governance Report, which is annexed hereto and forms part
of this Report.

• Key Managerial Personnel & Senior Management 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 March 31,2026:

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2023, the Senior Management personnel (SMP) of the
Company are as follows:

• Changes in the Key Managerial Personnel ('KMP') during the year under review:

> Resignation of Ms. Dipyanti Jaiswar from the position of Company Secretary and Compliance Officer of the
Company with effect from April 15, 2025.

> Appointment of Ms. Darshana Jain 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.

• Declaration from 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 LODR Regulations. In terms of Regulation 25(8) of the LODR
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 requisite qualifications, 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. The evaluation was conducted through structured evaluation

sheets covering various parameters such as competency, strategic guidance, participation in Board/Committee
meetings, decision-making ability, governance standards and contribution to the overall effectiveness of the Board, etc.

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
SEBI Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI.

In a separate meeting of Independent Directors held on March 24, 2026 performance of non-independent directors,
performance of the board as a whole and performance of the Chairman of the Board was evaluated.

The performance evaluation of each of the Board, its committees and the Individual Directors for the year 2025¬
2026 was done at the meeting of the Board held on May 16, 2026 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. COMPANY'S 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.

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 to 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 remuneration is reasonable and sufficient to 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/
documents/default.aspx?f=Investor-relations/pdfs/nominatioan-and-remuneration-policy-2813.pdf

13. BOARD MEETINGS:

During the year under review, 5 (Five) board meetings were convened and held on May 21, 2025, July 03, 2025, August
06, 2025, November 11, 2025 and February 10, 2026. The details of the meetings of the Board of Directors of the
Company held and attended by the Directors during the financial year 2025-26 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.

In terms of section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, the Company has in
place Audit Committee. As at March 31, 2026, the audit committee was comprised of 4 (Four) members:

All members of the audit committee possess a strong knowledge of accounting and financial management. The Chief
Financial Officer, 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 report 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 FOR 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/documents/default.aspx?f=Investor-relations/pdfs/terms-and-conditions-of-in-
dependent-directors-2768.pdf

Details of familiarization programme conducted for its independent directors during the year is also disclosed on the
Company's website at https://www.geeceeventures.com/documents/default.aspx?f=Investor-relations/pdfs/details-
of-familiarisation-programme-for-fy-20252026-2973.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 Company's 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.

During the financial year 2025-26, no complaint(s) were received under the Whistle Blower Policy and no personnel of
the Company was denied access to the Chairperson of the Audit Committee.

The policy is available on the website of the company at-

https://www.geeceeventures.com/documents/default.aspx?f=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, 2026, the Board of Directors hereby confirms that:

a) in preparation of the annual accounts for the financial year ended March 31, 2026, 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 31,2026 and the profit of the Company for the year ended on
that date;

c) that proper and sufficient care has been taken 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) 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 38^th Annual General Meeting for second term of five years from the conclusion of 38^th
Annual General Meeting till the conclusion of 43^rd 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.

Explanation to Auditor's Remarks:

The Report given by M/s. M R B & Associates on the financial statements of the Company for the financial
year ended March 31, 2026 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:

The Members at the AGM held on September 18, 2025 approved the appointment of M/s. Avani Gandhi &
Associates (CP No. 16143, Peer Review No.: 7677/2026), a firm of the Company Secretaries in Practice, as the
Secretarial Auditor for a term of five consecutive years, from the financial year 2025-26 till the financial year
2029-30.

The Annual Secretarial Compliance Report issued by the Secretarial Auditor in terms of Regulation 24A of the
LODR Regulations has been submitted to the Stock Exchanges within the statutory timelines and is available
on the website of the Company at- https://www.geeceeventures.com/documents/default.aspx?f=Investor-
relations/pdfs/secretarial-compliance-report-for-the-financial-year-ended-31st-march-2026-2984.pdf

The Secretarial Audit Report issued by M/s. Avani Gandhi & Associates, Company Secretaries, for the financial
year 2025-26 confirms that the Company has complied with the provisions of the applicable laws and does not
contain any observation or qualification requiring explanation or comments from the Board under Section 134(3)
of the Act. The report in Form MR-3 is annexed as "Annexure B”.

• Cost Auditors:

In respect of F.Y 2025-26, 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 in accordance
with Section 148 and Rule 3 and 5 of the Companies (Cost Records and Audit) Rules, 2014.

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. Accordingly based on the recommendation of the Audit Committee, the Board of Directors at its meeting
held on August 06, 2025, appointed M/s. Kishore Bhatia & Associates (FRN 00294), Cost Accountants, as the
Cost Auditor of the Company for F.Y 2025-26. Further, in accordance with Rules 4 and 6 of the Companies (Cost
Records and Audit) Rules, 2014, the cost records of the Company were duly audited by the Cost Auditors.

The Cost Audit Report for financial year 2025-26 was placed before Board of Directors at their meeting held on
August 06, 2026. The Cost Audit Report did not contain any qualification, reservation or adverse remark.

In respect of F.Y 2026-27, 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 resolution for the ratification of remuneration to be paid for such an appointment is
included in the notice of the ensuing Annual General Meeting.

• Internal Audit:

During the year under review, M/s. K.K Naulakha & Co., Chartered Accountants were appointed as the Internal
Auditors of the Company in accordance with the applicable provisions of the Act. The Internal Auditors report
directly to the Audit Committee, and the internal audit reports, findings and management's corrective actions are
reviewed by the Audit Committee on quarterly basis.

19. 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.

20. FRAUD REPORTING:

During the year under review, the Statutory Auditor, Cost Auditor, Internal 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.

21. 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 equipment's
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 of 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 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 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 purposes.

iv. Rainwater harvesting systems are implemented during the construction phase, and it is also ensured that
the infrastructure is handed over in a functional state for continued use by residents.

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, making it usable for other applications such
as gardening, farming and flushing the toilets. This enables us 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 light
fixtures in certain areas.

viii. Using high efficiency pumps, motors and other equipment's / 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 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, a total capital investment of up to ?2.50 lakhs was made towards air quality monitoring system.

B. Technology Absorption

The Company is continuously making efforts to improve existing construction technologies and to develop
and deploy new construction technologies to expedite the process and make construction more efficient.
The Company undertakes in-depth planning of construction activities and procedures which in turn results in
consistent quality, shorter timelines and reduced consumptions of manpower 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 2025-26, there was no foreign exchange outflow on account of expenditure incurred in
foreign currency. The Company also did not earn any foreign exchange during the year under review. (Previous
Year FY2024-25: Nil)

22. 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, in terms of Section 197(14) of the Companies Act, 2013, Mr.
Gaurav Shyamsukha, Managing Director, received remuneration of ?3 lakhs during the financial year 2025-26 from
Geecee Fincap Limited, the wholly owned subsidiary of the Company.

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 31,2026 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 Office of the Company, 21 days before the 42^nd 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 LODR Regulations.

23. 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 has implemented organizational structures designed to attract top external talent while nurturing
internal employees and enabling them to pursue their career aspirations. The Company firmly believes 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 Company's business is led by a team of competent and passionate leaders who enhance the
Company's standing in the competitive market. The Company's focus is on unlocking the people's 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 company's closing headcount for FY 2025-26 was 76.

24. 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 31,2026:

• Male Employees: 65

• Female Employees: 11

• Transgender Employees: 0

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

25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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 Company's 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 One (1) online awareness and training
workshop, including an employee sensitization session on POSH for all employees of the Company and One (1) online
Skill Building and Orientation training workshop for ICC members of the Company.

The details as to complain received, resolved and pending as on March 31,2026 are as under:

26. STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

During the review period, the Company has fully adhered to the provisions of the Maternity Benefit Act, 1961 / the Code
on Social Security, 2020. 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.

27. RELATED PARTY TRANSACTIONS:

In compliance with the Companies Act, 2013 and the amendments to the LODR Regulations, the Company has
formulated and adopted a revised 'Policy on Related Party Transactions', which is also available on the Company's
website. 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 arm's 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. The details regarding materially significant related party transactions made by the Company are
disclosed in Form AOC-2 (Annexure - D) which forms a part of this Annual report.

At the 41st Annual General Meeting (AGM) of the Company held on September 18, 2025 approval from the members
vide ordinary resolution was received approving the material related party transaction for period from 41st Annual
General Meeting until 42^nd Annual General Meeting to be held in the year 2026 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 the Related Party Transactions are placed on a quarterly basis before the Audit Committee and Board for their
review and 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 LODR Regulations
are provided as Note No. 30 forming part of the standalone financial statements.

As required under Regulation 23(1) of the LODR Regulations, the revised Policy amended as per the LODR Regulations
is available on the Company's website and can be accessed at https://www.geeceeventures.com/documents/default.
aspx?f=Investor-relations/pdfs/related-party-transaction-policy-2591.pdf

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

28. 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.

29. 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 2025-26 are detailed in Notes to Accounts of the Financial Statements.

30. EXTRACT OF ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013, the Annual Return for the financial year ended March 31,
2026 is available on the website of the Company athttps://www.geeceeventures.com/investor-relations/default.
aspx?id=1#ExFileDataFY 2025-26

31. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As at March 31,2026, the Company had 5 subsidiaries, of which 2 are direct and 3 are indirect subsidiaries. During the
financial year under review, no company became, or ceased to be, a subsidiary, joint venture or associate company of
the Company. Subsequent to the close of the financial year, Geecee Business Private Limited ceased to be a subsidiary
of the Company and became an associate company with effect from June 29, 2026, as more particularly described
below.

Pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on the performance and financial position of

each of the subsidiaries, associates and joint venture companies and their contribution to the overall performance of

the company is set out below:

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, units of mutual funds,
commercial papers and bonds. Other than this the Company has investments in the shares of its subsidiary
companies and immovable properties. Further, the Company provides term loans to other bodies corporate and
inter-corporate deposits with group companies. GCFL reported total income of ?340.46 lakhs (?911.64 lakhs
in 2024-25) for the period under review and Profit after tax of ?238.79 lakhs (?661.92 lakhs in 2024-25) for the
period under review. The decrease in net profit of this subsidiary was mainly due to reduction in gains earned
from sales of Investments.

b) Geecee Business Private Limited ("GCBPL"): Geecee Business Private Limited ("GCBPL') was a subsidiary of
the Company during the financial year under review. GCBPL is primarily engaged in trading, investment and other
related activities. During the year ended March 31,2026, GCBPL reported total income of ?35.59 lakhs as against
?34.02 lakhs in the previous year. The company incurred a loss of ?2.52 lakhs during the year under review as
against loss of ?3.26 lakhs in the previous year.

As on March 31,2026, save and except Geecee Nirmaan LLP, which is a joint venture of the Company within the
meaning of Section 2(6) read with Section 2(27) of the Companies Act, 2013, the Company did not have any
associate company.

Subsequent to the close of the financial year, the Board of Directors, at its meeting held on June 26, 2026,
approved the disinvestment of 6,300 fully paid-up equity shares, representing 15% of the equity share capital of
GCBPL, held by the Company. The disinvestment was effected by way of sale of 3,150 fully paid-up equity shares
each to New Age Energy India Private Limited ("NAEIPL') and Singularity Holdings Limited ("SHL').

The Company's shareholding in GCBPL stands reduced to 20,160 fully paid-up equity shares, representing 48%
of its equity share capital. Consequently, GCBPL has ceased to be a subsidiary of the Company and has become
an associate company within the meaning of the Companies Act, 2013.

The disinvestment was undertaken in line with the Company's strategic objectives of portfolio optimization,
enhancing operational focus and creating long-term value for its stakeholders.

> 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 (Nil in 2024¬
25). However, ?4,755/- was earned as other income (?6,549/- in 2024-25 from other income). However, due to
expenses incurred by the Company in making statutory payments and other related expenses this subsidiary
made net loss ?26,693/- (Loss of ?13,470/- in 2024-25).

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 other Income of the Company
(Nil in 2024-25). However, due to expenses incurred by the Company in making statutory payments and in other
related expenses this subsidiary made net loss ?25,541/- (Loss of ?22,620/- in 2024-25).

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, ?1,848/-
was earned as other income (?2,550/- in 2024-25 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 ?29,593/-
(Loss of ?18,770/- in 2024-25).

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 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 ?2,631/- as compared to ?3,002/- in 2024-25.

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 Companyhttps://www.geeceeventures.com/investor-relations/default.
aspx?id=1#ExFileDataFY 7075-76

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements
of the Company's 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

32. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 ('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.

33. MATERIAL SUBSIDIARIES:

As required under Regulations 16(1)(c) and 46 of the SEBI LODR 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/documents/default.aspx?f=Investor-relations/pdfs/policy-for-
determining-material-subsidiary--07022024-2775.pdf

None of the subsidiaries fall within the meaning of "Material Subsidiary” as defined in the policy adopted by the
Company.

34. COMMITTEES OF THE BOARD:

The Board of Directors has following mandatory committees as per the provisions of the Companies Act, 2013 and
SEBI LODR Regulations, 2015:

1. Audit Committee.

2. Nomination and Remuneration Committee.

3. Stakeholders Relationship Committee.

4. Corporate Social Responsibility Committee.

The constitution of a Risk Management Committee under Regulation 21 of the SEBI LODR Regulations is presently not
applicable to the Company, as the Company does not fall within the top 1,000 listed entities by market capitalisation.

Apart from 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 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.

35. 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 Company's 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 Committee's 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 Company's existence.

36. 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 believes that its 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 Committee's 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 Company's 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.

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 Company's
website on https://www.geeceeventures.com/documents/default.aspx?f=Investor-relations/pdfs/corporate-social-
responsibility-policy-amended-on-21052025-2887.pdf

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, 2026.

38. 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, 2026 and the date of this Report, other than those disclosed in this Report.

39. 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.

In respect of certain income tax matters, the Company received assessment orders for FY 2015-16 (AY 2016-17) and
FY 2016-17 (AY 2017-18), wherein dividend income claimed as exempt amounting to T19.22 crore and T13.40 crore,
respectively, were disallowed and added to Total Income of the Company. The appeals filed before the Commissioner
of Income Tax (Appeals) CIT(A) were dismissed, pursuant to which the Company preferred further appeals before the
Income Tax Appellate Tribunal (ITAT), which are currently pending. Based on legal advice obtained, the Management
believes that the Company has reasonable grounds to defend its position in these proceedings.

40. 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 31,2026.

41. 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.

42. DEPOSITORY SYSTEM:

The Company's equity shares are compulsorily traded in dematerialized form and are available for trading through both
depositories in India, namely, National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). As on March 31, 2026, equity shares representing 99.99% of the Company's paid-up equity share
capital were held in dematerialized form, while the balance was held in physical form.

Subsequent to March 31, 2026, the remaining one equity share held in physical form was dematerialized during the
quarter ended June 30, 2026. The Company had 100 equity shares in 'Unclaimed Suspense Account'. Consequently,
the Company's entire paid-up equity share capital is held in dematerialized form, with no shares remaining in physical
mode.

43. OTHER DISCLOSURE:

The Government of India has enforced the four new Labour Codes with effect from November 21,2025, subsuming and
rationalising various existing labour laws relating to wages, social security, industrial relations and occupational safety,
health and working conditions. During the year under review, the Company evaluated the applicability and implications
of these Codes on its operations and employment practices. Based on such assessment, necessary actions, wherever
required, to align with the applicable regulatory requirements were initiated. Appropriate financial provisions have been
made arising from the implementation of the new Labour Codes. The Company continues to ensure compliance in line
with applicable rules and guidelines as may be notified by the authorities from time to time.

44. 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, customers, dealers,
contractors, 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, 2026 DIN: 00053859 DIN: 01646181