Your Board of Directors is pleased to present 31st Annual Report of Generic Engineering Construction and Projects
Limited (hereinafter referred to as “the Company or GENERIC”) covering the business, operations and Audited Financial
Statements of the Company for the financial year ended March 31,2025 (“period under review”).

1. Financial Highlights:

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

(Rs. in Lakhs)

Standalone Performance Highlights

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

Consolidated Performance Highlights

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

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

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

3. Board Policies

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

4. Subsidiary, Joint Venture and Associate:

During the period under review, the Company has incorporated Joint venture LLP as namely Generic Bootes
Construction LLP on 02nd September, 2024. The Company does not have any Subsidiary or Associate Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial
statements of the Company's joint venture in Form No. AOC-1 is appended as Annexure II to the Board's report.

5. Reserves:

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

6. Dividend

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

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

7. Share Capital and listing of new shares:

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

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

8. Credit Ratings

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

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

9. Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. The Internal Financial Control procedure adopted by the Company are adequate for
safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information. During the year under review, the

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

10. Annual Return

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

11. Internal Audit

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

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

12. Induction of Strategic & Financial Partners During the Year

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

13. Deposits

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

14. Loan from the Director

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

15. Related Party Transactions

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

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

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

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

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

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

Conservation of energy: -

Technology absorption:-

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

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

17. Particulars of Loans, Guarantees, Investments and Securities

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

18. MATTERS RELATED TO DIRECTORS’ & KMPs:

1. Composition of Board;

Your Company embraces the importance of a diverse Board in its success. The composition of the Board of
Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of
the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.
The Directors on the Board holds different knowledge and skills along with regional and industry experience,
cultural and geographical background of the Board ensures that your Company retains its competitive
advantage. As on March 31,2025, the Board consisted of 6 Directors comprising of a 2 Executive Directors
and 4 Independent Directors, of whom 1 is an Independent Woman Director.

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

‘Resignation #Appointment

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

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

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

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

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

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

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

5. Declaration by Independent Directors

Pursuant to Section 149(7) of the Act, Regulation 16(1)(b) and Regulation 25(8) of the Listing Regulations,
the Independent Directors have provided a declaration to the Board of Directors that they meet the criteria of
Independence as prescribed in the Act and the Listing Regulations, and are not aware of any situation which
exists or may be reasonably anticipated that could impair or impact their ability to discharge duties as an
Independent Director with an objective independent judgement and without any external influence. Further,
veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of
the Listing Regulations.

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

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (‘MCA'), all the Independent Directors
have confirmed that they have registered themselves with databank maintained by The Indian Institute of
Corporate Affairs (‘IICA'). These declarations/confirmations have been placed before the Board.

6. Independent Directors’ Meeting

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

7. Relationship between Directors

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

8. Number of meetings of the Board

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

9. Code of Conduct

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

10. Familiarisation and Training Programmes

The Company has formulated a policy on ‘Familiarisation programme for Independent Directors'. Accordingly,
upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which
inter alia, explains the role, function, duties and responsibilities expected as a Director of the Company.

Further, the Company also familiarize the Independent Directors with the Company, their roles, responsibilities
in the Company, nature of industry in which the Company operates, business model of the Company, various
businesses in the group etc. The Director is also explained in detail the compliance required from him under
the Act and the Listing Regulations. Further, on an ongoing basis as a part of Agenda of Board/ Committee
Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering
the business strategies, management structure, management development, quarterly and annual results,
budgets, review of Internal Audit, risk management framework, operations of subsidiaries and associates.

The Policy on Familiarisation programme for independent directors along with the details of the Familiarization
Programmes conducted by the company during the FY2024-25 are available on the website of the Company
and can be accessed at

https://gecpl.com/assets/pdf/policies-and-code-of-conduct/Familiarisation%20Programme%20for%20New%20

Directors.pdf

11. Policy On Directors’ Appointment And Remuneration

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

Accordingly, in compliance to the aforesaid provisions, the Nomination and Remuneration Policy of the
Company is available on the website of the Company and can be accessed at

https://gecpl.com/assets/pdf/policies-and-code-of-conduct/NOMINATION%20AND%20REMUNERATION%20

POLICY.pdf

12. Appointment Criteria And Qualifications:

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

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

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

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

13. Annual Evaluation:

The Board has adopted a formal mechanism for evaluating its own performance, as well as that of its
Committees and individual Directors, including the Chairman. A comprehensive Board effectiveness
assessment questionnaire was developed, based on the criteria and framework approved by the Board.

The outcome of the evaluation reflected a high level of commitment, engagement, and effectiveness
demonstrated by the Board, its Committees, and senior management. The findings and recommendations
arising from the evaluation process were deliberated upon during the meeting of the Independent Directors
held on February 13, 2025.

The performance evaluation shall be carried out as given below:

14. Removal:

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

15. Retirement:

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

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

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

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

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

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

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

Remuneration to Managerial Person, KMP and Senior Management:

1) Fixed pay:

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

2) Variable Pay:

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

3) Provision for excess remuneration:

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

Remuneration to Non-Executive/Independent Director:

1) Remuneration/Commission:

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

2) Sitting Fees:

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

3) Limit of Remuneration/Commission:

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

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

18. Committees:

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

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

19. Committees of Board

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

19. Particulars of Employees

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

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

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

20. Employee Stock Option Scheme

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

21. Report on Corporate Governance

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

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

22. Vigil Mechanism/Whistle Blower Policy

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

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

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

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

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

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

During the year under review, no complaints in relation to sexual harassment at workplace have been reported.

Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress
complaints received regarding sexual harassment.

24. Maternity Benefit

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

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

25. Risk Management

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

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

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

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

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

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

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

26. Management Discussion and Analysis Report

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

27. Statutory Auditors

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

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

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

28. Statutory Auditors’ Report

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

29. Secretarial Auditor and audit report:

Being a publicly listed Company, the Company is required to annex a Secretarial Audit Report from a Company
Secretary in Practice with the Board Report for the said purpose, on the recommendation of the Audit Committee,
the Company appointed M/s. Yatin Sangani & Associates, Practicing Company Secretaries in accordance with
provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 to conduct the secretarial audit of the Company for the
financial year 2023-2025. The Secretarial Audit Report in Form No. MR -3 for the financial year ended March 31,
2025, is annexed herewith as an ‘Annexure IV' to this Board's Report.

The observations given by the Secretarial Auditor in their report for the financial year ended March 31,2025 are
self-explanatory except for the following:

30. Cost Audit:

The provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit)
Rules, 2014 and amendments thereof on the recommendation of the Audit Committee, the Board of Directors of the
Company in its meeting held on September 06, 2025 has approved the re-appointment of M/s. Ashish Deshmukh &
Associates, Cost Accountants as the Cost Auditors for the Company for the financial year ending March 31,2025.

A proposal for ratification of remuneration of the Cost Auditor for the financial year 2025-26 is placed before the
shareholders.

31. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act in relation to the Audited Financial Statements of the
Company for the year ended March 31,2025, the Board of Directors confirm that, to the best of its knowledge and
belief:

1. in the preparation of the Annual Financial Statements, the applicable accounting standards have been
followed and there are no material departures;

2. they have selected such accounting policies and applied them consistently and judgements and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that period;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

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

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

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

32. Corporate Social Responsibility

A summary of the Company's Corporate Social Responsibility (CSR) initiatives, including the key activities
undertaken and the amount spent during the financial year, is provided in Annexure V to this Board's Report. The
disclosure has been made in the format prescribed under the Companies (Corporate Social Responsibility Policy)
Rules, 2014.

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

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

33. Compliance with Secretarial Standard

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

34. Meetings and Postal Ballot

The company had conducted postal ballot during the year and below resolutions were passed vide Postal Ballot
during the FY2024-25:

Appointment of Mr. Ashok Laxmikant Tiwari as a Non Executive & Independent Director.

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

35. Succession Plan

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

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

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

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

37. Investor Relations (IR)

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

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

38. Cyber Security

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

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

39. Other Disclosures

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

• The Company has not issued any sweat equity shares during the year under review and hence no information
as per provisions of Section 54(1) (d) of the Act read with Rule (13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished; There was no revision in the financial statements;

• The Company has not issued any shares with differential rights and hence no information as per provisions of
Section 43(a)(ii) of the Act, read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014
is furnished;

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

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

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

Acknowledgement

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

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

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

For and on behalf of

GENERIC ENGINEERING CONSTRUCTION AND PROJECTS LIMITED

Manish Patel Dhairya Patel

Managing Director Executive Director

(DIN: 00195878) (DIN: 08909705)

Place: Mumbai

Date: September 06, 2025

GENERIC ENGINEERING CONSTRUCTION AND PROJECTS LIMITED

CIN: L45100MH1994PLC082540

Registered Office:

201 & 202, Fitwell House,

2nd Floor, Opp Home Town L B S Road,

Vikhroli (West), Mumbai City, Mumbai,

Maharashtra, India, 400083

E mail : cs@gecpl.com | website : https://gecpl.com/