Directors Report of GCCL Infrastructure & Projects Ltd.

Mar 31, 2025

Your Directors feel great pleasure in presenting 31^st Annual Report on the business and operations of
the Company together with the Audited Financial Statements for the financial year ended 31st March,
2025.

1. FINANCIAL HIGHLIGHTS:

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

S. N.	PARTICULARS	As on 31st March, 2025	As on 31st March, 2024
01.	Revenue from Operations	-	-
02.	Other Income	0.86	20.89
03.	Total Income	0.86	20.89
04.	Total Expenses	124.17	49.88
	Profit/ Loss before Exceptional Items & Tax	81.87	84.65
05.
06.	Less: Exceptional Items	0.00	0.00
07.	Profit/(loss) before Tax	(123.31)	(28.99)
08.	Less: Tax Expenses
	Current Tax	-	-
	(Excess) Short or provision	-	0.30
	related to earlier years
	Deferred Tax	(0.80)	(3.79)
09.	Profit/(loss) after Tax	(122.51)	(25.50)
10.	Add :Other Comprehensive income/(loss)	105.84	(1.78)
11.	Total Comprehensive income/(loss)	(32.46)	(28.37)
12.	Earnings per share (Basic)	(32.04)	(0.42)
13.	Earnings per share (Diluted)	(32.04)	(0.42)

2. REVIEW OF OPERATIONS

During the year under review, Company''s revenue from operations stood at Rs. NIL as compared to Rs.
NIL in the previous year. The total income stood at Rs. 86,000/- as compared to Rs. 20,89,000/- in the
previous year. The operating loss before tax stood at (Rs. 1,23,31,000)/- as against (Rs. 28,99,000)/- in
the Previous Year. The Net loss for the year stood at (Rs 1,22,51,000/-) as against (Rs. 25,50,000/-)
reported in the Previous Year.

3. DIVIDEND

During the year under review, the company does not recommend or declared any dividend due to
inadequate profit.

4. TRANSFER TO IEPF

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

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

5. RESERVES

During the year under review, the Company has decided not to transfer any amount to the General
Reserve.

6. SHARE CAPITAL OF THE COMPANY

There was following change in share capital of the Company during the year 2024-25.

The Company has increased its authorized share capital in lieu of NCLT Order received on 05.09.2023
from:

Sr. No.	Increase from	Increased to	Mode
1	Rs. 6,60,00,000/- (Rupees Six Crore Sixty Lakhs) divided into 66,00,000 Equity Shares of Rs. 10/- each	75,00,00,000 (Seventh Five Crores) divided into 7,50,00,000 Equity Shares of Rs. 10/- each	By order received from National Company Law Tribunal (NCLT), Ahmedabad Bench dated 05.09.2023, in the Board meeting held on 07th June, 2024

SR. NO.	PAID UP SHARES	PAID UP EQUITY SHARE CAPITAL	EGM RESOLUTION
1	60,05,500 Equity Shares of Rs. 10/- each (Rupees Sixty Lakhs Five Thousand Five Hundered)	Rs. 6,00,55,000 (Rupees Six Crore Fifty Five Thousand)

Pursuant to the Resolution Plan approved by the NCLT, Ahmedabad bench, the Company is in the
process of cancelling all shares held in physical form as a result of which the Paid-Up Share Capital
shall reduce.

7. DEMATERIALISATION OF EQUITY SHARES

As per direction of SEBI and Bombay Stock Exchange Limited, the shares of the Company are under
compulsory Demat form. The Company has established connectivity with both the Depositories i.e.
National Securities Depository Limited and Central Depository Services (India) Limited and the Demat
activation number allotted to the Company is ISIN: INE438F01013.

However, 0.001% of promoter shareholding is under process of Dematerialisation as on March, 2025.

Presently shares are held in electronic and physical mode: 63.68% of shares in Demat mode and 36.32
% in physical mode.

8. CHANGE IN MANAGEMENT AND CONTROL

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

APPOINTMENT

• During the year under review, Mr. Shreyans Shantilal Shah was appointed as Chief Financial
Officer (CFO) of the Company w.e.f 07th June, 2024.

• Mrs. Sheila Bharat Shah was appointed as an Additional Non-Executive Director at the board
meeting held on 01st August, 2025, after the closure of the financial year but before the date
of the board report.

CESSATION

• Mrs. Smruti Shreyans Shah ceased to hold the office of Director with effect from 17th April,
2025, due to her sad demise. Her passing occurred subsequent to the closure of the financial
year but prior to the date of this Board Report. The Board places on record its deep
appreciation for her valuable contributions and unwavering commitment during her tenure.

• Mr. Vinod Kanubhai Rana had resigned from the office of Company Secretary & Compliance
officer w.e.f. 30th June, 2025, after the closure of the financial year but before the date of the
board report.

Sr. No.	Name of Director	DIN	Designation	STATUS
1.	Amam Shreyans Shah	01617245	Director	Promoter and Chairman
2.	Priyank Shrirajbhai Jhaveri	02626740	Independent Director	Non-executive
3.	Smruti Shreyans Shah	01320759	Director	Promoter
4.	Divyesh Maneklal Shah	01811057	Independent Director	Non-executive
5.	Dhirendra Ansukhlal Avashia	05145925	Independent Director	Non-executive
6.	Shreyans Shantilal Shah	00034209	Whole-time director	Professional
7.	Shreyans Shantilal Shah		Chief Financial Officer
8	Vinod Kanubhai Rana		Company Secretary and Compliance Officer

9. MANAGEMENT DISCUSSIONS AND ANALYSIS

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

10. CORPORATE GOVERNANCE REPORT

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

11. ANNUAL RETURN

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

12. PUBLIC DEPOSITS

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

13. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies
Act, 2013:

a. That in the preparation of the Annual Accounts for the year ended 31^st March, 2025, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;

b. That the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the profit of
the company for that period;

c. That the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

d. The Annual Accounts have been prepared on a going concern basis;

e. That the directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively; and
applicable laws and that such systems were adequate and operating effectively.

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

For the year under review, Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014,Details regarding Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo are stated below:

Conservation of Energy and Technology Absorption

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

Technology Absorption

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

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

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

Particulars	Year Ended 31st March, 2025	Year Ended 31st March, 2024
Foreign Exchange Earning	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, no employee was in receipt of remuneration exceeding the limits as
prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The necessary disclosure with respect to the remuneration of Directors and employees as required
under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure - I to this
Report.

16. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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

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

17. DECLARATION BY INDEPENDENT DIRECTORS

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

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the directors under Section 164 and other applicable
provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified

under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015.

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

The Board of Directors have evaluated the Independent Directors appointed during the year 2024¬
2025 and opined that the integrity, expertise and experience (including proficiency) of the
Independent Directors is satisfactory.

(I) APPOINTMENT & RESIGNATION OF DIRECTORS

During the financial year 2024-25, there was no changes in the board of directors of the company.

All the changes in Appointment and resignation for directors were occurred after the closure of the
financial year but before the date of the board report

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

Sr. No.	Name of Director	DIN	Designation
I1''	Amam Shreyans Shah	01617245	Director
2.	Priyank Shrirajbhai Jhaveri	02626740	Independent Director
I3''	Sheila Bharat Shah	02406793	Additional Director
4.	Divyesh Maneklal Shah	01811057	Independent Director
I5''	Dhirendra Ansukhlal Avashia	05145925	Independent Director
6.	Shreyans Shantilal Shah	00034209	Whole-time director
7.	Shreyans Shantilal Shah	-	Chief Financial Officer

(II) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies
(Management & Administration) Rules, 2014 and Articles of Association of the Company, Amam Shah
(DIN: 01617245), Director of the Company, retires by rotation at the ensuing Annual General Meeting
and being eligible, has offered himself for re-appointment and your Board recommends his
reappointment.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) issued by the Institute of
Company Secretaries of India (ICSI), brief resume of the Directors proposed to be
appointed/reappointed are given in the Notice convening 31^st Annual General Meeting of the
Company.

(III) KEY MANAGERIAL PERSONNEL

During the year under review, there were following changes in the Key Managerial Personnel of the
company:

• Mr. Shreyans Shantilal Shah was appointed as Chief Financial Officer (CFO) of the Company at
the board meeting held on 07^th June, 2024.

MEETINGS OF THE BOARD

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

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

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

During the FY 2024-25, the Board of Directors of your Company met 8 (Eight) times on 15^th May, 2024,
07^th June, 2024, 13^th August, 2024, 04^th September, 2024, 05^th September, 2024, 13^th November, 2024,
14^th November, 2024 and 06^th February, 2025.

Name of	Date of Board Meeting & Attendance						Total
Director	15th May, 2024	07th June, 2024	13th August, 2024	04th September, 2024	05th September , 2024	13th November, 2024	14th November, 2025	06th No. of February Board , 2025 Meetin gs attend ed
Amam Shreyans Shah	V	V	V	V	V	V	V	V	08
Shreyans Shantilal Shah	V	V	V	V	V	V	V	V	08
Priyank Shriraj bhai Jhaveri	V	V	V	V	V	V	V	V	08
Divyesh Maneklal Shah	V	V	V	V	V	V	V	V	08
Dhirendra Ansukhlal Avashia	V	V	V	V	V	V	V	V	08
Smruti Shreyans Shah	V	X	V	V	V	V	V	V	07

V- Present in the Meeting * Absent in the meeting

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a
separate meeting of the Independent Directors of the Company was held on 06^th February, 2025 to
review, among other things, the performance of non-independent directors and the Board as whole,
evaluation of the performance of the Chairman and the flow of communication between the Board
and the management of the Company.

COMMITTEES OF THE BOARD

The Company''s Board has the following Committees:

^ Audit Committee

^ Nomination and Remuneration Committee
^ Stakeholders Relationship Committee

(I) AUDIT COMMITTEE:

During the FY 2024-25, 4 (Four) meetings of the Audit Committee were held i.e. 15^th May, 2024, 14th
August, 2024, 13th November, 2024 and 06^th February, 2025. The intervening gap between two
meetings was less than 120 (one hundred and twenty days). Necessary quorum was present for all the
meetings.

The composition of the Audit Committee as at 31^st March, 2025 and details of the attendance of the
members in the meetings held during the FY 2024-25 are as follows:

Name of the Committee	Designation in Committee	Expertise	Category of Director	No. of meetings during the FY 2024-25
Member				Held	Attended
Priyank Shrirajbhai Jhaveri	Chairperson	Majority members are Non¬	Independent Non-Executive Director	4	4
Divyesh Maneklal Shah	Member	executive. Chairman is Independent	Independent Non-Executive Director	4	4
Dhirendra Ansukhlal Avashia	Member	Director and majority is independent. One member has thorough financial and accounting knowledge.	Independent Non-Executive Director	4	4

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

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

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

The Committee acts as a link between the management, external and internal auditors and the Board
of Directors of the Company.

(II) NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2025, there were 3 (three) members of Nomination and Remuneration Committee,
All members were Independent Directors. A detailed charter of the Nomination and Remuneration
committee is also available on the website of the company at www.gcclinfra.com.

During the FY 2024-25, 5 (Five) meetings of the Nomination & Remuneration Committee were held
i.e. 15th May, 2024, 14th August, 2024, 13th November, 2024 and 06th February, 2025.

Necessary quorum was present for all the meetings

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

Name of the Committee Member	Designation in Committee	Category of Director	No. of meetings during the FY 2024-25
			Held	Attended
Priyank Shrirajbhai Jhaveri	Chairperson	Non-Executive Independent Director	5	5
Divyesh Maneklal Shah	Member	Non-Executive Independent Director	5	5
Dhirendra Ansukhlal Avashia	Member	Non-Executive Independent Director	5	5

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

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

The Board of Directors has framed "Remuneration and Nomination Policy" which lays down a
framework in relation to remuneration of Directors, Key Managerial Personnel and Senior
Management of the Company. This policy also lays down criteria for selection and appointment of
Board Members. The said Policy is annexed herewith as Annexure - II to this report.

(III) STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31st March, 2025, there were 3 (three) members of Stakeholders'' Relationship Committee
(SRC). All members were Independent Directors. A detailed charter of the SRC is also available on the
website of the Company at www.gcclinfra.com

During the F.Y. 2024-25, 4 (Four) meetings of Stakeholders'' Relationship Committee were held i.e.
15th May, 2024, 14th August, 2024, 13th November, 2024 and 06th February, 2025.

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

Name of the Committee Member	Designation in Committee	Category of Director	No. of meetings during the FY 2024-25
			Held	Attended
Priyank Shrirajbhai Jhaveri	Chairperson	Non-Executive Independent Director	4	4
Divyesh Maneklal Shah	Member	Non-Executive Independent Director	4	4
Dhirendra Ansukhlal Avashia	Member	Non-Executive Independent Director	4	4

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

The SRC Committee deals with stakeholder relations and redressal of investors'' complaints pertaining
to share transfer, non-receipt of annual reports, dividend payments, issue of duplicate share
certificate, transmission of shares and other miscellaneous complaints. In accordance with Regulation
6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
authorized the Company''s Registrar and Transfer Agent (RTA) BIGSHARE SERVICES PVT. LTD. to
approve the share transfers / transmissions and to comply with other formalities in relation thereto
in coordination with the Compliance Officer of the Company. All the investors'' complaints, which
cannot be settled at the level RTA and the Compliance Officer, will be placed before the Committee
for final settlement.

The detailed particulars of Stakeholders complaints handled by the Company and its Registrar & Share
Transfer Agent during the year 2024-25 are as under:

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

19. SECRETARIAL STANDARDS

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

20. ANNUAL PERFORMANCE EVALUATION BY THE BOARD

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

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

21. DIRECTORS TRAINING AND FAMILIARIZATION

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

The induction process is designed to:

• build an understanding of the Company''s processes and

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

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

22. DETAILS OF FRAUD REPORT BY AUDITOR:

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

23. AUDITORS

(I) STATUTORY AUDITORS:

M/s Sorab S Engineer & Co, Chartered Accountants, Ahmedabad (FRN: 110417W), were re-appointed
as Statutory Auditors of the Company for a second term of 05 (Five) years to hold office from the
conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting
of the Company to be held in the year 2027.

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

(II) INTERNAL AUDITORS:

Pursuant to Provision of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules,
2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. N H Shah &
Co, Chartered Accountants as an Internal Auditor of Company for F.Y. 2024-2025. The Internal
Auditors submit their reports on quarterly basis to the Audit Committee.

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

(III) SECRETARIAL AUDITORS:

a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s
GKV & Associates, Practicing Company Secretary, to conduct Secretarial Audit of the company for the
financial year ended on 31st March, 2025.

b) Secretarial Audit Report issued by M/s GKV & Associates, Practicing Company Secretary, in Form
MR- 3 is annexed herewith as Annexure IV and forms an integral part of this Report.

The explanations / comments made by the Board relating to the qualifications, reservations or adverse
remarks made by the Secretarial Auditors for March, 2025 is as follows:

Sr. No.	Query	Management reply
1.	Pursuant to the regulation of SEBI (Prohibition of Insider Trading) Regulations, 2015, it certifies that a listed company has maintained the SDD as per regulations and that it includes all the necessary information regarding the sharing of Unpublished Price Sensitive Information (UPSI). However, The Company is tagged as SDD Non-Compliant.	The Management clarifies that they have taken adequate remedial measures and given assurance to comply with the said regulation in the future.
2.	Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations, 2015), the Company will have to furnish half yearly and Annually Audited Financial results to the stock exchanges in prescribed format within 60 days from the end of year and make an announcement to the stock exchanges, where the Company''s Shares are listed, immediately within 30 minutes of the closure of the Board Meeting, in which the Audited Financial Results are placed. However, the company has delayed in submitting the financial results for the half year and year ended 31st March 2025.	The Company has made compliance of the same in delayed manner and has taken suitable action in order to ensure timely compliance.
3.	The shareholders of the Company have approved the program of a pre-packaged insolvency resolution process under section 54 read with section 10 of the Insolvency and Bankruptcy Code, 2016 as amended vide the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2021 dated April 26, 2021, through special resolution in the extraordinary general meeting held on May 27, 2021. The National Company Law Tribunal, Ahmedabad has passed an order approving the Resolution Plan on September 05, 2023. Pursuant to the order, the Company has increased its authorised share capital to 7,50,00,000 equity shares of Rs. 10/- each. However, the company has failed to take in-principle approval from Stock Exchange. Other statutory, financial and operational formalities pertaining to amalgamation for compliance with NCLT order is in progress.	The management clarifies that the Company is under process of complying with all the regulatory requirements.
4.	The Company has taken non-interest bearing unsecured loan from related party.	The management clarifies that they will take suitable measures to comply with the applicable provisions.

(IV) MAINTENANCE OF COST RECORDS

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

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

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

During the year under review, the company have 1 (one) holding company i.e. Gujarat Credit
Corporation Limited

Additionally, the company does not have Subsidiary Company. Accordingly, no director has drawn
remuneration or commission from holding/subsidiary Company.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended March 31, 2025 as stipulated
under Regulation 34 of the Listing Regulations is not applicable to the Company.

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

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

28. INSURANCE

All the insurable interests of your company are adequately insured.

29. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

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

However, During the year under review, the company have 1 (one) Holding company i.e. Gujarat Credit
Corporation Limited.

30. CHANGE IN THE NATURE OF THE BUSINESS

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

31. RELATED PARTY TRANSACTIONS

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

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

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

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

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

The particulars of loans, guarantees and investments, if any taken or given, have been disclosed in the
Financial Statement for the F.Y. 2024-25.

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

Pursuant to the commencement of Pre-packaged Insolvency Resolution process, the Committee of
Creditors, at their meeting held on December 2, 2021 had approved the Resolution plan and the
Resolution Professional had filed an Application under section 54K(15) dated December 13, 2021 with
Hon''ble National Company Law Tribunal, Ahmedabad Bench (NCLT).

The Hon''ble NCLT vide its order dated 05/09/2023 has approved the Resolution plan that comprises
of Management as well as capital restructuring by way of a scheme of merger of GCCL Infrastructure
& Projects Ltd (Transferee) with a division of Shreyarth Aaspas Ltd (Transferor).

Pursuant to this the Company has undertaken a process of capital reduction and also allotment of new
shares.

Further, Search & Seizure operation by Income Tax Department at the Company''s corporate office of
the Company was conducted by Income Tax Department since 14^th May, 2025. The business
operations of the Company were impacted and halted during the search period that ended on 11:30
pm at 17th May, 2025.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

The Company promotes ethical behaviour in all its business activities and has adopted a mechanism
of reporting illegal or unethical behaviour. The Company has a whistle blower policy wherein the
employees are free to report violations of laws, rules, regulations or unethical conduct to their
immediate supervisor or such other person as may be notified by the management to the employees
/ workers. The mechanism also provides for adequate safeguards against victimization of directors
and employees who avail of the mechanism and also provide for direct access to the Chairperson of
the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is
maintained and they are not subjected to any discriminatory practice. However, no violation of laws
or unethical conduct etc. was brought to the notice of the Management or Audit Committee during
the year ended 31st March, 2025. We affirm that during the financial year 2024-25, no employee or
director was denied access to the Audit Committee.

35. RISK MANAGEMENT POLICY

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

The Risk Management process of the Company focuses on three elements, viz.

(1) Risk Assessment;

(2) Risk Management;

(3) Risk Monitoring

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and
approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all
the risk that the organization faces. The key risks and mitigating actions are also placed before the
Audit Committee of the Company. Significant audit observations and follow up actions thereon are
reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the
Company''s internal control environment and monitors the implementation of audit
recommendations, including those relating to strengthening of the Company''s risk management
policies and systems.

36. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your company believes in providing a healthy, safe and harassment-free workplace for all its
employees. Further company ensures that every women employee is treated with dignity and respect.

The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

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

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

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

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

However, During the year under the review, the shareholders of the Company have approved the
program of initiating a pre-packaged Insolvency resolution process under section 54 read with section
10 of the Insolvency and Bankruptcy Code, 2016 as amended vide the Insolvency and Bankruptcy Code
(Amendment) Ordinance, 2021 dated April 26, 2021, through special resolution in the extraordinary
general meeting held on May 27, 2021. The National Company Law Tribunal, Ahmedabad has passed
an order approving the Resolution Plan on September 05, 2023. Pursuant to the order, the Company
is in the process of completing statutory, financial and operational formalities including
amalgamation, effect of such plan has not been given in the financial statement of the company for
year 2024-2025.

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

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

39. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.

40. GENERAL DISCLOSURE

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

3. During the Year under review, no significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company operations in future

4. During the year under review, there were no instances of non-exercising of voting rights in respect
of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read
with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

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

41. ACKNOWLEDGEMENT

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

FOR, GCCL INFRASTRUCTURE & PROJECTS LIMITED

SD/-

AMAM SHAH
CHAIRMAN & DIRECTOR
DIN:01617245

REGISTERED OFFICE:

A-115, SIDDHI VINAYAK TOWERS, B/H. DCP OFFICE,

OFF S.G. HIGHWAY, MAKARBA,

AHMEDABAD, GUJARAT, INDIA, 380051

Date: 03^rd September, 2025
Place: Ahmedabad

---

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your
Company, along with the audited financial statements, for the financial year ended March 31,
2024.

The summary of operating results for the year and appropriation of divisible profits is given
below.

Results of our operations and state of affairs (Rs. In lakhs)

Particulars	As on	As on
	31/03/2024	31/03/2023
Revenue from Operations	0.00	0.00
Add: Other Income	20.89	67.55
Total	20.89	67.55
Less: Total Expenses	49.88	61.90
Profit/ Loss before Exceptional Items & Tax	(28.99)	5.65
Less: Exceptional Items	0.00	0.00
Profit/ Loss before Tax	(28.99)	5.65
Less: Tax Expenses
Current Tax	0.00	2.22
Short provision related to earlier years	0.30	0.00
Deferred tax	(3.79)	(0.52)
Profit/ Loss after Tax	(25.50)	3.95
Add: Other Comprehensive Income	(2.87)	(216.53)
Total Comprehensive Income	(28.37)	(212.58)
Earnings Per Share:
Basic and Diluted	(0.42)	0.07

Performance of the Company

The Company has suffered a loss of Rs. 28.37 lakhs in the financial year 2023-24 against a
loss of Rs. 212.58 lakhs in the previous year.

Transfer to Reserves

The Company has decided not to transfer any amount to the General Reserve.

Dividend

In view of inadequate profits, the Board of Directors has not recommended any dividend for
the year under review.

Material changes and commitments affecting the financial position and business
operations of the Company

Pursuant to the commencement of Pre-packaged Insolvency Resolution process, the

Committee of Creditors, at their meeting held on December 2, 2021 had approved the
Resolution plan and the Resolution Professional had filed an Application under section
54K(15) dated December 13, 2021 with Hon’ble National Company Law Tribunal,
Ahmedabad Bench (NCLT). The Hon’ble NCLT vide its order dated 05/09/2023 has
approved the Resolution plan that comprises of Management as well as capital restructuring
by way of a scheme of merger of GCCL Infrastructure & Projects Ltd (Transferee) with a
division of Shreyarth Aaspas Ltd (Transferor). Pursuant to this the Company has undertaken
a process of capital reduction and also allotment of new shares.

Details of Subsidiary/ Joint Ventures/ Associate Companies

As on March 31, 2024, the Company has no subsidiary/ Joint Venture/ Associate
companies.

Change in the Nature of the Business

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

Management Discussion & Analysis

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2)
of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement)
Regulations, 2015, forms part of this report and it deals with the Business Operations and
Financial Performance, Research & Development Expansion & Diversification, Risk
Management, Marketing Strategy, Safety & Environment, significant changes in key financial
ratios etc.

Meetings of the Board

The information on meetings of the Board of Directors as held during the financial year 2023¬
24 is provided in Corporate Governance Report.

Corporate Governance

The Company is committed to maintain and adhere to the Corporate Governance
requirements set out by SEBI. The Report on Corporate Governance along with a certificate
from M/s GKV & Associates, Practicing Company Secretary, Ahmedabad conforming
compliance to the conditions as stipulated under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Companies Act, 2013 and rules made there under is
annexed to this Report.

Deposits

The Company has not accepted any deposits from public during the year under review, and
as such, no amount of principal or interest on deposits from public was outstanding as on the
date of the balance sheet.

Risk Management

The Audit Committee and Board periodically review the risks that the organization faces
such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory,
reputational and other risks and suggest steps to be taken to manage/mitigate the same
through a properly defined framework.

Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act, 2013 and the provisions of the Articles of
Association of the Company, Mr. Amam Shreyans Shah (DIN: 01617245) Director retires by
rotation at the 30^th AGM of the Company and being eligible has offered himself for re¬
appointment. The Board has recommended his reappointment at the forthcoming AGM as
the Director of the Company, liable to retire by rotation.

As a part of management restructuring, Mrs. Binoti Shah, CFO has resigned effective from
28/11/2023. Mr. Nehal Shah and Mr. Nandit Raja, Independent Directors have also resigned
effective the same date.

Mr. Amam Shah took charge as the CEO of the Company effective 28/11/2023.

Mr. Dhirendra Avashia was appointed as an Additional Director in the capacity of Non¬
Executive, Independent Director of the Company effective 04/11/2023 for a period of five
years, subject to approval of the members of the Company in the ensuing AGM.

Mr. Shreyans Shantilal Shah was appointed as an Additional Director in the capacity of
Executive, Whole time Director of the Company effective 04/11/2023, subject to approval of
the members of the Company in the ensuing AGM.

Mrs. Smruti Shreyans Shah was appointed as an Additional Director in the capacity of Non
Independent Director of the Company effective 04/11/2023, subject to approval of the
members of the Company in the ensuing AGM.

Mr. Divyesh Maneklal Shah was appointed as an Additional Director in the capacity of Non¬
Executive, Independent Director of the Company effective 04/11/2023 for a period of five
years, subject to approval of the members of the Company in the ensuing AGM.

As on 31^st March, 2024, the board comprises of the following directors;

1. Amam Shreyans Shah

2. Priyank Shrirajbhai Jhaveri

3. Divyesh Maneklal Shah

4. Dhirendra Ansukhlal Avashia

5. Shreyans Shantilal Shah

6. Smruti Shreyans Shah

Statutory Audit

The Board of Directors of the Company on the recommendation of the Audit Committee has
re-appointed M/s Sorab S Engineer & Co. as the Statutory Auditors of the Company
pursuant to Section 139 of the Act for a second term 5 (five) years to hold office from the
conclusion of the 28^th till the conclusion of the 33^rd AGM of the Company to be held in the
year 2027, subject to approval by the Members at the ensuing AGM.

The Auditors’ Report for fiscal 2024 does not contain any qualification, reservation or
adverse remark. The Report is enclosed with the financial statements in this Integrated
Annual Report.

Secretarial Audit

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed
M/s GKV & Associates, Practicing Company Secretary, to conduct the Secretarial Audit of
the Company for year ended March 31, 2024. The Report of the Secretarial Audit is annexed
herewith as Annexure- I.

The Secretarial Auditors have notified certain comments in their Secretarial Audit Report for
F.Y. 2023-24 and the below table provides a brief on clarification provided by the
management in respect of observations made by Secretarial Auditor in the Secretarial Audit
for the year ended 31st March, 2024:

Reference No.	Secretarial Auditor’s Observations	Company’s Reply
1	As per the Regulation 17 (1C) of SEBI	The Extra-Ordinary General meeting
	(LODR) Regulations, 2015, the approval of	could not be held within 3 months of date
	shareholders for the appointment of person	of appointment as the company was in
	on the Board of Directors is to be taken at the next Annual General Meeting or within a time period of three months from the date of appointment, whichever is earlier, however the company has not taken approval of shareholders for the	process of restructuring.

	appointment of Mr. Shreyans Shantilal Shah, Mrs. Smruti Shreyans Shah, Mr. Divyesh Maneklal Shah and Mr. Dhirendra Ansukhlal Avashia within 3 months of appointment
2	The company has not appointed Internal Auditors for the financial year 2023-24.	The company will appoint Internal Auditor from current year.
3	The company has taken non- interest bearing unsecured loans from Related Party.	The company has taken note of the same and will do the needful in the current year.
4	As per the SEBI regulations, the company was required to take approval from Stock Exchange for the scheme of the merger of TV undertaking of Shreyath Aaspas Limited in the company and also for capital restructuring carried out by company through reduction of share capital by cancelling all the physical shareholdings. However, the company has completed the process in the Registrar of Company (ROC) but failed to take in-principle approval from Stock Exchange.	The company is in process of complying with all the requirements of Stock Exchange and SEBI.

Secretarial standards

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

Committees of the Board

The details regarding Committees of the Board is provided under Clause 3 of the Corporate
Governance Report.

Particulars of loans, guarantees and investments

As per Section 186, the details of Loans and Investments given or made during FY 2023-24
are stated in the Balance sheet attached to this Report. During the year, the Company has
not given guarantee to any of its subsidiaries, joint ventures, associates companies and
other body corporate and persons.

Board Evaluation

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board
has carried out an annual performance evaluation of its own performance and that of its

statutory committee’s viz. Audit Committee, Stakeholder Relationship Committee,
Nomination and Remuneration Committee and that of the individual Directors. The manner
in which the evaluation has been carried out has been explained in the Corporate
Governance Report.

Nomination and Remuneration Policy

The Board of Directors of the Company has adopted, on recommendation of the Nomination
and Remuneration Committee, a Policy for Selection and Appointment of Directors, Senior
Management and their Remuneration. A brief detail of the policy is given in the Corporate
Governance Report and also posted on the website of the Company.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to
be followed by the company and that such internal financial controls are adequate and
were operating effectively.

Annual return

The Annual Return in Form MGT-7 for the financial year ended 31^st March, 2024, is available
on the website of the Company at www.gcclinfra.com.

Corporate Social Responsibility (CSR)

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 therefore, there is no
requirement to constitute Corporate Social Responsibility Committee.

Particulars of employees and related Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12)
of the Act read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided as an Annexure- II to this Report.

Insurance

All the assets of the Company are adequately insured.

Transactions with related parties

All transactions entered with Related Parties for the year under review were on arm’s length
basis and in the ordinary course of business. There are no material related party
transactions during the year under review with the Promoters, Directors or Key Managerial
Personnel. The Company has developed a Related Party Transactions framework through
standard operation procedures for the purpose of identification and monitoring of such
transactions. All Related Party Transactions are placed before the Audit Committee as also
to be Board for approval. The particulars of contracts or arrangements entered into by the
Company with related parties form part of the Audit Report provided by the Statutory Auditor.

Declaration by Independent Directors

The Board of Directors of the Company hereby confirms that all the Independent directors
duly appointed by the Company have given the declaration and they meet the criteria of
independence as provided under section 149(6) of the Companies Act, 2013.

Independent Directors meeting

During the year under review, the Independent Directors at their meeting, discussed inter-
alia,

a. Evaluation of performance of Non-Independent Director and the Board of Directors of the
Company as a whole.

b. Evaluation of performance of the Chairman of the Company, taking into views of
executive and Non-Executive Directors.

c. Evolution of the quality, content and timelines of flow of information between the
management and the board that is necessary for the board to effectively and reasonably
perform its duties.

Directors Training and Familiarization

The Company undertakes and makes necessary provision of an appropriate induction
programme for new Director(s) and ongoing training for existing Directors. The new

Director(s) are introduced to the Company culture, through appropriate training programmes.
Such kind of training programmes helps develop relationship of the directors with the
Company and familiarize them with Company processes. The management provides such
information and training either at the meeting of Board of Directors or at other places.

The induction process is designed to:

• build an understanding of the Company''s processes and

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

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

Vigil Mechanism/ Whistle Blower Policy

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

The Company promotes ethical behavior in all its business activities and has adopted a
mechanism of reporting illegal or unethical behavior. The Company has a whistle blower
policy wherein the employees are free to report violations of laws, rules, regulations or
unethical conduct to their immediate supervisor or such other person as may be notified by
the management to the employees / workers. The mechanism also provides for adequate
safeguards against victimization of directors and employees who avail of the mechanism and
also provide for direct access to the Chairperson of the Audit Committee in the exceptional
cases. The confidentiality of those reporting violation is maintained and they are not
subjected to any discriminatory practice. However, no violation of laws or unethical conduct
etc. was brought to the notice of the Management or Audit Committee during the year ended
31st March, 2024. We affirm that during the financial year 2023-24, no employee or director
was denied access to the Audit Committee.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
outgo

(a) Conservation of energy and Technology absorption

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

(b) Technology Absorption

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

(c) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

Changes in Share Capital

Authorized Share Capital

The Authorized share capital of the company as on 31^st March, 2024 is Rs. 6,60,00,000/-
divided into 66,00,000 Equity Shares of Rs.10/- each. There has been no change in
Authorized Share Capital of Company during the review period.

Issued, Subscribed and Paid-Up Share Capital

Pursuant to the Resolution Plan approved by the NCLT, Ahmedabad bench, the Company is
in the process of cancelling all shares held in physical form as a result of which the Paid-Up
Share Capital shall reduce.

Equity Capital

a) Buy Back of Securities

The Company does not have any scheme or provision of money for the purchase of its
own shares by employees/ Directors or by trustees for the benefit of employees/
Directors.

b) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares

No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

e) Equity Shares with differential rights

The Company has not issued equity shares with differential rights as to dividend, voting
or otherwise.

Shares in Suspense Account

• Aggregate number of shareholders and the outstanding shares in the Suspense Account
lying at the beginning of the year: NIL

• Number of shareholders who approached issuer for transfer of shares from Suspense
Account during the year: Not Applicable

• Number of shareholders to whom, shares were transferred from Suspense Account
during the year: Not Applicable

• Aggregate number of shareholders and the outstanding shares in the Suspense Account
lying at the end of the year: NIL

• That the voting rights on these shares shall remain frozen till the rightful owner of such
shares claims the shares: Not Applicable

Shares in Unclaimed Suspense Account

• Aggregate number of shareholders and the outstanding shares lying in the Unclaimed
Suspense Account lying at the beginning of the year: NIL

• Number of shareholders who approached issuer for transfer of shares from the
Unclaimed Suspense Account during the year: Not Applicable

• Number of shareholders to whom, shares were transferred from the Unclaimed
Suspense Account during the year: Not Applicable

• Aggregate number of shareholders and the outstanding shares lying in the Unclaimed
Suspense Account lying at the end of the year: NIL

Disclosure regarding Maintenance of Cost Records

The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Internal financial control (IFC) systems and their adequacy

The Company has proper and adequate system of their internal controls proportionate to its
size and business. The internal control systems of the Company are designed to ensure that
the financial and other records are reliable for preparing financial statements and other data.

Significant and material orders

The Hon’ble NCLT, Ahmedabad bench had ordered commencement of Pre-packaged
Insolvency Resolution Process, pursuant to which the Company had filed a Resolution Plan.
The Hon’ble NCLT vide its order dated 05/09/2023 has approved the Resolution Plan.

Details of Difference between Valuation Amount on One Time Settlement and
Valuation While Availing Loan from Banks and Financial Institutions.

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

General

i. The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating
effectively.

ii. No fraud has been reported during the audit conducted by the Statutory Auditors and
Secretarial Auditors of the Company.

iii. During the year, no revision was made in the previous financial statement of the
Company.

iv. For the financial year ended on 31^st March, 2024, the Company has complied with
provisions relating to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Acknowledgement

The Directors would like to thank all shareholders, customers, suppliers and associates of
your Company for the support received from them during the year. The Directors would also
like to place on record their appreciation of the dedicated efforts put in by employees of the
Company.

Ahmedabad, September 05, 2024 On behalf of the Board

Registered office: Amam Shah

A-115, Siddhi Vinayak Towers, Director

B/h. DCP Office, Off S.G. Highway, DIN: 01617245

Makarba, Ahmedabad- 380051

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 20th (Twentieth) Annual Report and the Audited Accounts for the financial year ended March 31,2014.

SUMMARY OF THE FINANCIAL RESULTS (Rs. in Lacs)

Particulars 2013-2014 2012-2013

Gross Income 4.84 524

Depreciation 0.006 0.007

Profit/Loss after Depreciation 1.22 0.23

Tax-Current 0.40 0.05

Deferred 0.00 0.00

Profit/loss aftertax 0.82 0.1.8

PERFORMANCE

Net Revenue from Operations for the year ended March 31,2014 was at Rs 0.00 Lacs. Profit before tax for the year was at Rs 1.22 Lacs against profit of Rs. 18.85% over the previous year.

APPROPRIATIONS

DIVIDEND

The Board does not recommend any dividend for the financial year 2013-14.

TRANSFER TO RESERVES

According to Companies (Transfer of Profits to Reserves) Rules, 1975, your Company is not mandatorily required to transfer certain minimum percentage of profits to general reserve and hence the Board has recommended a transfer of Rs. Nil to the general reserve and an amount of Rs. 0.82 lacs has retained in the profit and loss account.

LISTING OF SHARES

The Company''s share continues to remain listed with the Bombay Stock Exchange

CORPORATE GOVERNANCE

The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Bombay Stock Exchange Limited.

A certificate of compliance from M/s Pinakin Shah & Co., Ahmedabad, a practicing Company Secretary and the report on Corporate Governance form part of this Directors'' Report.

DIRECTORS

Shri Amam Shah (DIN- 01617245) retire at the Annual General Meeting and has offered himself for re-appointment.

It is also proposed to appoint Shri Nandit Raja (DIN 00055722), Shri Dinesh C. Patel (DIN 01726399), Shri Shriraj Jhaveri (DIN 00038658) and Nehal Shah (DIN 00020062), as Independent Directors of the Company for a term up to 5 years, atthe forthcoming Annual General Meeting.

Necessary Resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing Annual General Meeting. and details of the proposal for appointment are mentioned in the explanatory statement to the Notice.

STATUTORY DISCLOSURES:

ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report on Board of Directors) Rules 1988.

Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

PERSONNEL

The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011 is Nil.

CODE OF CONDUCT

The code of conduct for all Board members and senior management of the Company has been laid down and is being complied in words and spirit. The declaration on compliance of code of conduct signed by CEO of the Company is included as a part of this annual report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Appropriate accounting policies have been selected and applied consistently and have made 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 as at March 31,2014 and of the profit of the Company for the year ended March 31,2014.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(d) The annual accounts have been prepared on a going concern basis.

CASH FLOW

A Cash Flow statement for the year ended 31st March, 2014 is attached to the Balance Sheet.

AUDITORS

M/s Hiron K. Shah & Co., Chartered Accountants, Ahmedabad [Membership No. 102820] were appointed as the statutory auditors of the Company for financial year 2013-14 at the Annual General Meeting (AGM) of the Company held on 18/09/2013. M/s Hiren K. Shah & Co., Chartered Accountants, Ahmedabad [Membership No. 102820] have been the Auditors of the Company since financial year 2010-11 and have completed a term of 3 years. As per the provisions of section 139 of the Act, no listed company can appointor re-appoint an audit firm as auditor for more than two terms of five consecutive years. In view of the above, M/s. Hiren K. Shah & Co., Chartered Accountants, Ahmedabad [Membership No. 102820], being eligible for re-appointment, offer themselves for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors proposes their re appointment as the statutory auditors of the Company.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public.

INSURANCE

The Company''s assets are adequately insured against major risks

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis has been reviewed by the Audit Committee and the same forms a part of the Annual Report.

INTERNAL CONTROL SYSTEMS &THEIRADEQUACY

The Company has proper & adequate system of their internal controls proportionate to its size and business. The internal control systems of the company are designed to ensure that the financial and other records are reliable for preparing financial statements and other data

CAUTIONARY NOTE

The statements forming part of the Directors'' Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENT

The Board appreciates and places on record the contribution made by employees to the sustained satisfactory business performance during the period under review.

The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, suppliers, the medical fraternity and business partners, all of whom have contributed to the Company''s success.

Place: Ahmedabad For and on behalf of the Board Date : 30/07/2014

Amam Shah Chairman Registered Office: 606, Sakar Opp. Nehru Bridge Ashram Road Ahmedabad 380009 Gujarat, India.

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Mar 31, 2013

To, The Members of GCCL Infrastructure & Projects Limited,

The Directors presents their Nineteenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March,2013.

2012-2013 2011-2012 Gross Income 5.24 7.94

Profit/Loss before 0.24 1.14

Depreciation & Tax

Depreciation 0.01 0.008

Profit/Loss after 0.24 1.13

Depreciation 0

Tax- Current 0.05 0

Deferred 0 0

Profit/loss after tax 0.19 1.13

OPERATIONS

The Company has earned Rs 5.24 lacs as other income. The profit of the Company is Rs. 0.19 lacs against profit of Rs.1.13 lacs in the previous year.

APPROPRIATIONS

DIVIDEND

The Board does not recommended any dividend for current year

TRANSFERTO RESERVES

According to Companies (Transfer of Profits to Reserves) Rules, 1975, your Company is not mandatorily required to transfer certain minimum percentage of profits to general reserve and hence the Board has recommended a transfer of Rs. Nil to the general reserve and an amount of Rs.0.19lacs has retained in the profit and loss account.

LISTING OF SHARES

The Company''s share continues to remain listed with The Stock Exchange, Mumbai.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors'' certificate of its compliance is included as part of the annual report.

DIRECTORS

The Clause 153 of Articles of Association of the Company provides that at least two-thirds of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election.

Shri Dinesh Patel and Shri Nehal Shah, Directors will retire by rotation and being eligible, offer themselves for reappointment. The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

For and on behalf of the Board of Directors

Place: Ahmedabad

Date: 18/07/2013 AmamShah

Registered office: Chairman

606,Sakarl, Opp. Nehru

Bridge Ashram Road,

Ahmedabad-380 009

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Mar 31, 2010

The Directors presents their Sixteenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS:

Your company has not pursued any of its main objects and hence there is no income earned. During the year under report company has incurred loss of Rs 1.59 Lacs.

MANAGEMENT DISCUSSION & ANALYSIS

At present, your Company is not pursuing any of its main objects and hence the Board has not commented upon Industry Structure & Development, Opportunities & Threats, Future Outlook, and Risk & Concerns.

- Internal Control Systems & their Adequacy:

The company has proper & adequate system of their internal controls proportionate to its size and business. The internal control systems of the Company are designed to ensure that the financial and other records are reliable for preparing financial statements and other data.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors certificate of its compliance is included as part of the annual report.

AUDITORS AND AUDITORS REPORT:

The Auditors M/s Hiren K. Shah, Chartered Accountants, Ahmedabad holds office until the conclusion of the ensuing

Annual General Meeting and is recommended for reappointment for the year 2010-2011. The Company has received certificate from the Auditors to the effect that the reappointment if made, would be within prescribed limit under Section 224 (1-B) of the Companies Act, 1956.

The notes at schedule 7 are self-explanatory and do not require further clarifications.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption is not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.The Company has neither used nor earned any foreign exchange during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-Section (2AA) of Section 217 of Companies Act1956 the Board of Directors of the Company hereby State and confirm that:

- in preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- the Directors had selected such accounting policies and applied them consistently and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at end of the financial year and of the profit or loss of the company for that period;

- the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The Directors had prepared the annual accounts on a going concern basis.

CODE OF CONDUCT

The code of conduct for all Board members and senior management of the Company has been laid down and is being complied. The declaration on compliance of code of conduct signed by CEO of the Company is included as a part of this annual report.

DIRECTORS:

Shri Nehal M.Shah and Shri Nandit V.Raja, Directors will retire by rotation and being eligible, offers themselves for reappointment.

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act.1956 read with Companies (particulars of employees amendment) Rules, 1988 as amended from time to time is nil.

For and on behalf of the Board of Directors

Place: Ahmedabad

Date: 30/6/2010. Amam S. Shah

Registered office: Chairman

606, Sakar I, Ashram Road, Ahmedabad- 380 009.