GPT Infraprojects Ltd

Dear Members,

Your Directors are pleased to present the 44^th Annual Report of the Company and the Audited Financial Statements for the financial year ended March 31, 2024. The PDF version of the Report is also available on the Company's website https://gptinfra.in/ financials/#AnnualReports.

1. FINANCIAL PERFORMANCE-2023-24

H in Lakh, except per share data

2. COMPANY'S PERFORMANCE FOR FINANCIAL YEAR 2023-24

The financial year 2023-24 has been a milestone year in the performance of the Company, wherein the Company achieved revenues in excess of H 1,000 crores for the first time in its history, registering a growth in excess of 26% for the year.

On a consolidated basis, the revenue for the Company for the financial year 2023-24 was H 102,488.30 lakh, registering a growth of 26.0% as compared to the previous year revenue of H 81,373.24 lakh. The EBITDA for the year was H 12,764.49 lakh, registering a substantial growth of 38.64% as compared to previous year EBITDA of H 9,206.92 lakh. The

Net profit attributable to the owners of the Company for the financial year 2023-24 was H 5,784.40 lakh in comparison to H 3,139.69 lakh for the previous year, registering a growth of 84.23% over the previous year.

On a standalone basis, the revenue for the Company for the year 2023-24 was H 100,983.64 lakh, registering a growth of 26.67% as compared to the previous year revenue of H 79,718.26 lakh. The EBITDA for the year was H 12,792.00

Lakh, registering a growth of 32.72% over the previous year EBITDA of H 9,637.93 lakh. The Profit After Tax was

H 6,074.27 Lakh in comparison to H 3456.77 lakh, a significant growth of 75.72% over the previous year, on account of operating leverage.

3. CHANGE IN SHARE CAPITAL

During the year under review, there was no change in the Share Capital of the Company.

As on March 31, 2024 the Authorised Share Capital of the Company is H 60,00,00,000 and the Paid-up Capital is

H 58,17,20,000.

The Board of Directors in their meeting held on May 17, 2024 have recommended to the shareholders to increase the authorized capital to H 1,30,00,00,000 divided into

13,00,00,000 Equity Shares of face value H 10 each, subject to approval of shareholders in the postal ballot vide notice dated May 17, 2024.

Further the Board has also recommended allotment of Bonus Equity share in the ratio of 1(One) Bonus share for every 1 (One) Equity share held of face value H 10 each fully paid up, subject to approval of shareholders in the postal ballot vide notice dated May 17, 2024.

4. DIVIDEND

Based on the Company's Dividend Distribution Policy and the Company's performance, the Board of Directors are pleased to declare total dividend for the financial year 2023-24 of H 3.00 per equity share i.e. 30% of face value, in the following manner:

Thus, the aggregate dividend for the year 2023-24 is H 3 per share i.e. 30% and total payout will be H 1,745.16 lakh.

The dividend pay-out is in accordance with the Company's Dividend Distribution Policy and the same is available on the Company's website at https://gptinfra.in/share-holder-information/#CorporatePolicies.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve Account during the financial year ended March 31, 2024.

During the financial year 2023-24, this segment contributed revenue of H 92,037.56 lakh against that of

H 71,235.92 lakh for the previous year.

The Company's subsidiaries and joint ventures have also settled 3 outstanding arbitration awards with various government customers under the Vivaad Se Vishwas Scheme – II (VSVS-II) of the Government of India, thus releasing lot of old outstanding cashflows. This has led to receipt of H 7,098 Lakh by the Company's subsidiaries and joint ventures from the respective customers, which has been used by the Company largely to reduce bank borrowings.

During the financial year 2023-24, this segment recorded total revenue of H 7,588.37 lakh and H 9,315.84 lakh in comparison with the previous year amounting to H 7,967.85 lakh and H 9,818.41 lakh for standalone and consolidated respectively. The Company has completed its contract for supply of concrete sleepers for the Eastern Dedicated Freight Corridor to GMR Infrastructure Limited and has also commissioned its concrete sleeper factory in Ghana.

The unexecuted order book as on April 01, 2024 is H 3,099 crores with order inflows of H 1,841 crores, which represents 3.02x financial year 2023-24 revenues, the highest order inflow for any financial year in the history of the Company. The Company also bagged its single largest order of H 739 crores from National Highway Authority of

India for a bridge over Ganga in Prayagraj, thus evidencing its positioning as one of the key contractors in the segment.

7. CREDIT RATING

During the year, the long term and short term credit facilities were upgraded by CRISIL to CRISIL A- Stable ( "A" Minus, Outlook: Stable) for long term instruments and "A2+" for short term instruments on February 23, 2024, thus evidencing the strong balance sheet and cash flow of the Company.

8. SUBSIDIARIES AND ASSOCIATE COMPANIES

Subsequent to settlement of arbitration award in the subsidiary of the Company, Jogbani Highway Private Limited, the Company has fully acquired the balance shareholding of the subsidiary from other shareholder on January 30, 2024, and consequently the subsidiary has now converted to a Wholly Owned Subsidiary of the Company.

The Company has one Indian subsidiary i.e. Jogbani Highway Private Limited and three foreign subsidiaries namely GPT Concrete Products South Africa (Pty) Limited, South Africa, GPT Investments Private Limited, Mauritius and RMS GPT Ghana Limited, Ghana.

GPT - TransNamib Concrete Sleepers (Pty) Limited, Namibia continues to be an Associate Company. Apart from that, no other Company's subsidiaries or associate companies have become or ceased to be Company's subsidiaries, or associate companies. A report on the performance and financial position of each of the subsidiaries and associate companies as per the Act is provided as an Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity. The Company has a policy for determining material subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations, as amended from time to time. The policy may be accessed on the Company's website at the link: https://gptinfra.in/share-holder-information/#CorporatePolicies

9. CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129(3) of the Companies Act, 2013 ("Act"), the consolidated financial statements of these Company and its subsidiaries, associates and joint ventures, prepared in accordance with the relevant Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of this Annual Report. Pursuant to the provisions of the said section, a statement containing the salient features of the financial statements of the Company's subsidiaries, associates and joint ventures in Form AOC-1 is given in this Annual Report.

The Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, https://gptinfra.in/financials/#AnnualReportSubsidiaries. The Financial Statements along with audit reports of the subsidiaries are available for inspection online by the Members at the Registered Office of the Company during working days between 11.00 A.M. and 1.00 P.M. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Company's registered office.

Your Directors state that:

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

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 as at March 31, 2024 and of the profit of the Company for the year ended on that date

c. the Directors had taken proper and sufficient care 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;

d. the Directors had prepared the annual accounts on a ‘going concern' basis;

e. 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

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In terms of Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate issued by Joint statutory Auditors of the Company, confirming compliance with the requirements of

Corporate Governance, forms a part of the Annual Report. In order to meet high corporate governance standards, the Audit Committee and Nomination and Remuneration Committee consists entirely of independent directors. Mr. Kashi Prasad Khandelwal is the Lead Independent Director of the Company.

The Management Discussion and Analysis report, capturing your Company's performance, industry trends and other material changes with respect to your Company is presented in a separate section forming part of the Annual Report. The Report provides a consolidated perspective of economic, social and environmental aspects material to our strategy and our ability to create and sustain value to our key stakeholders and includes aspects of reporting as required by Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

Pursuant to the provisions of Regulation 21 of the Listing Regulations, the Company is not required to constitute a Risk Management Committee. The Company has however laid down procedures to inform Board members about the risk assessment and minimization procedures. The Company's management systems, organizational structures, processes, standards, code of conduct, Internal Control and Internal audit methodologies and processes that governs as to how the Company conducts its business and manages associated risks. The Company also has in place a Risk Management Policy to identify and assess the key risk areas. The Members of the Audit Committee monitors and reviews the implementation of various aspects of the Risk Management Policy. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. The Company has also adopted Risk Assessment, Minimization and Control Procedures. At present no particular risk whose adverse impact may threaten the existence of the Company is visualized.

In line with the requirements of the Act and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at https://gptinfra.in/share-holder-information/#CorporatePolicies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length basis. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value, and terms and conditions of the transactions.

All the contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm's length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions. Since there are no material Related Party Transactions and also all the transactions with related parties are at arm's length and are in the ordinary course of business, no transactions are required to be reported in Form AOC – 2.

The Company has made full disclosure of transactions with the related parties as set out in Note of Standalone Financial Statement, forming part of the Annual Report.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

The Corporate Social Responsibility Committee of the Board has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link:https://gptinfra.in/ share-holder-information/#CorporatePolicies. In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the year 2024, the Company has spent above two percent of the average net profits of the Company during the three immediately preceding financial years. The details are provided in the Annual Report on CSR activities.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure – 1 and forms integral part of this Report.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. Internal Audit is carried out in accordance with auditing standards to review design and effectiveness of internal control system & procedures to manage risks, operation of monitoring control, compliance with relevant policies & procedure and recommend improvement in processes and procedure and the report is placed in the Audit Committee.

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time notified under Section 133 of Companies Act, 2013, (the ‘Act') and other relevant provisions of the Act. The Company maintains all its records in ERP system (SAP) and the work flow and approvals are routed through the ERP system (SAP) and the audit trail has been enabled throughout the year in the ERP system.

The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the adequacy & effectiveness of internal audit systems, and monitors implementation of internal audit recommendations including those relating to strengthening of company's risk management policies & systems.

Pursuant to Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is provided elsewhere in this Annual Report.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL i. In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Shree Gopal Tantia, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment. The Board recommends his re-appointment.

ii. As on March 31, 2024, Mr. Shree Gopal Tantia, Managing Director, Mr. Atul Tantia, Executive Director & CFO, Mr. Vaibhav Tantia, Director & COO & Mr. Mohit Arora, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force).

iii. Change in Directorate:

Appointment:

The Board of Directors in their meeting held on May 17, 2024 have approved the appointment of following Directors based on the recommendation of the Nomination & Remuneration Committee and have recommended the same to the shareholders subject to their approval through postal ballot: a. Mr. Amrit Jyoti Tantia as Whole-Time Director designated as Director (Projects) of the Company. b. Mrs. Rashmi Bihani as Director (Non-Executive Woman Independent Director) c. Mr. Aditya Kumar Mittal as Director (Non-Executive Independent Director.) d. Mr. Arun Kumar Dokania as Director (Non-Executive Independent Director)

Cessation:

The Board of Directors at their meeting held on May 17, 2024 noted the cessation of Dr. (Mrs.) Mamta Binani and Mr. Sunil Ishwarlal Patwari, as Independent Directors of the Company w.e.f. May 28, 2024 consequent to completion of their second term and final term of five consecutive years.

The Board of Directors and the management of the Company expressed its deep appreciation and gratitude for the valuable counsel rendered by Dr. (Mrs.) Mamta Binani and Mr. Sunil Ishwarlal Patwari during their association with the Company over the years.

Brief particulars and expertise of directors seeking reappointment together with their other directorships and committee memberships have been given in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 44^th Annual General Meeting in accordance with the requirements of the Listing Regulations and Secretarial Standards.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence, pursuant to Regulation 25 of the Listing Regulations. None of the Directors have been subjected to any disqualification under the Act.

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs.

Out of four Independent Directors of the Company, two Independent Directors have passed the Online Proficiency Self- Assessment Test conducted by Indian Institute of Corporate Affair (IICA). Two Independent Directors were exempted by Indian Institute of Corporate Affair (IICA) from appearing in Online Proficiency Self-Assessment Test, as they have fulfilled the conditions for seeking exemption from appearing for the Online Proficiency Self-Assessment Test. In the Board's opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

During the year 5 (five) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of the Annual Report.

The Independent Directors are fully kept informed of the Company's business activities in all areas. A separate meeting of Independent Directors was held on February 28, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole and the performance of the Chairman of the Company, after considering the views of Executive Directors and Non- Executive Directors. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Independent Directors expressed their satisfaction on the working of the Company, Board deliberation and contribution of the Chairman and other Directors in the growth of the Company. All the Independent Directors were present at the Meeting.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted various Board Committees to assist in discharging its responsibilities. The Board has adopted charters setting forth the roles and responsibilities of each of the Committees. The Board has constituted following Committees to deal with matters and monitor activities falling within the respective terms of reference: a. MANDATORY COMMITTEES i. Audit Committee ii. Nomination and Remuneration Committee iii. Stakeholder's Relationship Committee iv. Corporate Social Responsibility Committee b. NON-MANDATORY COMMITTEES i. Executive Committee

Detailed composition of the above Committees, their terms of reference, number of meetings held, attendance therein and other related details are provided in the Corporate Governance Report forming part of the Annual Report. There has been no instance where the Board has not accepted the recommendations of its Committees.

The Company has devised a Policy for performance evaluation of Independent Directors, Board Committees, the Chairman and other individual Directors which includes criteria for performance evaluation of the non-executive Directors and executive Directors. On the basis of Policy approved by the Board for performance evaluation of Independent Directors, Board Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The Independent Directors, in their separate meeting, evaluated the performance of Non- Independent Directors, the Board as a whole, its Committees and that of the Chairperson of the Company, considering the views of Executive Directors and Non-Executive Directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Independent Directors have expressed satisfaction at the robustness of the evaluation process, the Board's freedom to express its views on matters transacted at the Meetings and the openness and transparency with which the Management discusses various subject matters specified on the agenda of meetings. Parameters and process applied for carrying out the evaluation has been discussed in detail in the Corporate Governance Report.

Ongoing familiarization program aims to provide in sights into the Company and the business environment to enable all the Independent Directors to be updated of newer challenges, risks and opportunities relevant in the Company's context and to lend perspective to the strategic direction of the Company. The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company and can be accessed at the link: https:// gptinfra.in/share-holder-information/#CorporatePolicies

The Company has a Board approved Remuneration Policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, containing criteria for determining qualifications, positive attributes and independence of a director.

Proviso to Section 178 (4) of the Companies Act, 2013 requires the Company to place its Remuneration policy on its website and disclose the salient features of such policy and changes therein, if any, along with the web address of the policy in the Board's report. Accordingly, the Remuneration Policy of the Company has been made available on the Company's website at https://gptinfra.in/ share-holder-information/#CorporatePolicies.

The Remuneration Policy of the Company is appended as Annexure -2 to this Report.

The statement required under Section 197 (12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-3 forming part of this Report. Your Directors state that none of the Executive Directors of the Company receives any remuneration or commission from any of its Subsidiaries.

The statement in respect of employees, as required under Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure- 3 forming part of this Report. In terms of the second proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary and Compliance Officer of the Company at gil.cosec_gptgroup.co.in.

None of the employees were receiving remuneration during the year in excess of that drawn by the Managing Director or Whole time Director/ Executive Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company. Also, no employee other than Managing Director or Whole Time Director/ Executive Director have been paid remuneration of more than H1.02 crores per annum pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Your Company treats its team members as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. Your Company believes in the promotion of talent internally through job rotation and job enlargement and has skill upgradation plan with regular training of the employees.

Your Company is presently listed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The details of trading, listing fees etc. are given in the Corporate Governance Report.

At the 39^th Annual General Meeting held on July 30, 2019, MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), were appointed as Joint Statutory Auditor of the Company for a term of five years to hold office from the conclusion of 39^th Annual General Meeting till the conclusion of the 44^th Annual General Meeting of the Company to be held in this calendar year 2024. The Board of Directors at their meeting held on May 17, 2024, based on the recommendation of the Audit Committee and subject to approval of the shareholders of the Company have proposed to reappoint MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), as joint statutory auditors for a further term of 5 (five) consecutive years till the conclusion of the 49^th Annual General Meeting of the Company to be held for the financial year 2028-29.

The Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder, from MSKA & Associates for their reappointment.

At the 43^rd Annual General Meeting held on July 27, 2023, Agarwal Lodha & Co, Chartered Accountants (Firm Registration No. 330395E) were appointed as the Joint Statutory Auditors of the Company for a period of

5 (five) consecutive years i.e. from the conclusion of the 43^rd Annual General Meeting till the conclusion of 48^th Annual General Meeting of your Company to be held for the financial year 2027-28. b. Internal Auditor

The Internal Auditor, RSM Astute Consulting Private Limited, Kolkata conducts the internal audit periodically and submit their reports to the Audit Committee. The Internal Audit Reports have been reviewed by the Audit Committee from time to time. For FY 2024-25, RSM Astute Consulting Private Limited have been reappointed as the Internal Auditors of the Company. c. Auditor's Report

The Auditors' Report for financial year 2023-2024 on the financial statements forms part of this Annual Report. Your Company has a policy to maintain an unmodified audit report and therefore, the Auditor's Report does not contain any modifications, qualifications, reservation or adverse remark or disclaimer. Explanations or comments by the Board on emphasis of matters made by the statutory auditors in their report read with Note No. 34B forming part of the standalone and consolidated financial statements respectively, are self–explanatory and do not call for any further comments.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Rules, 2014 the Company is required to get its cost record audited by a Cost Accountants in whole time practice. In this regard the Board of Directors, on the recommendation of the Audit Committee, has re-appointed S.K. Sahu & Associates, Cost Accountants, (Membership No.28234) as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2024-25.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration as recommended by the Board shall be ratified by the Members. Accordingly, requisite resolution seeking ratification of remuneration payable to the Cost Auditors for the Financial Year 2024-25 is forming part of the notice convening the ensuing Annual General Meeting.

Your Company has received consent from S.K. Sahu & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2024-25 along with a certificate confirming their independence and arm's length relationship.

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. Regulation 24A of the Listing Regulations also prescribes similar requirements with effect from financial year ended March 31, 2019.

The Board of your Company had appointed Mr. Ashok Kumar Daga, Practicing Company Secretary (Certificate of Practice Number 2948), as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24 and his report in prescribed Form MR-3 is appended hereto as Annexure - 4 to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

Pursuant to SEBI Circular no.CIR/CFD/CMD1/27/2019 dated February 08, 2019, Secretarial Compliance Report for the financial year 2023-24 issued by Mr. Ashok Kumar Daga, Practicing Company Secretary is annexed herewith and marked as Annexure–5 to this report. The Secretarial Compliance Report does not contain any qualifications, reservation or adverse remarks.

None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing Regulations. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower may be accessed on the Company's website at the link: https:// gptinfra.in/share-holder-information/#CorporatePolicies.

.33. Particulars of Loans given, Investments made,

The Company has disclosed the full particulars of the Loans given, Investments made or Guarantees given or Security provided as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Note 6, 8 and 44 forming part of standalone financial statement. The aggregate of Loan given, Investment made or Guarantees given or Security provided are within the limit as prescribed under Section 186 of the Companies Act, 2013.

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in ‘Annexure -6' hereto and forms a part of this Report.

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return in Form MGT-7 is available on Companies website and can be accessed at the link: https://gptinfra.in/shareholder-information/#AnnualReturn

As on March 31, 2024, the Company is having a sum of H 2,02,572 (Previous Year H 1,61,591) as unpaid/unclaimed dividend lying in its Unpaid Dividend Account with Banks. As on March 31, 2024 no amount remained unclaimed and unpaid for a period of seven consecutive years, and therefore there is no due for transfer to Investor's Education and Protection Fund.

The Company has zero tolerance towards sexual harassment at the workplace and to this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Policy) and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment has been received by the Company.

The Company is committed to providing a safe and conducive work environment to all its employees and associates.

38. OTHER DISCLOSURES a. During the year under review, the Company has not accepted any deposit within the meaning of

Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). b. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings. c. 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. d. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise. e. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. f. Other than stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. g. There were no frauds reported by auditors under sub- section (12) of Section 143 other than those which are reportable to the Central Government. h. There was no revision in the financial statements. i. There was no change in the nature of business. j. Managing Director & CEO has not received any remuneration or commission from any of its subsidiaries. k. The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees.

Your Directors would like to express theirs in cere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors, Suppliers, Contractors, Business Associates and Members during the year under review.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

1. A brief outline of the Company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

Our aim is to be one of the most respected companies in India delivering superior and everlasting value to all our customers, associates, shareholders, employees and Society at large.

The CSR initiatives focus on holistic development of host communities and create social, environmental and economic value to the society. The overall goal is to promote sustainable and inclusive development as a Responsible Corporate Citizen. This Goal will be achieved through the following broad Objectives:

i. Eradicating hunger, poverty and malnutrition [promoting health care including preventive healthcare] and sanitation [including contribution to the Swach Bharat Kosh set up by the Central Government for the promotion of sanitation] and making available safe drinking water;

ii. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;

iii. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

iv. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water [including contribution to the Clean Ganga Fund set up by the Central Government for rejuvenation of river Ganga];

v. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

vi. Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Forces(CAPF) and Central Para Military Forces(CPMF) veterans and their dependents including widows; vii. Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports;

viii. Contribution to the Prime Minister's National Relief Fund or Prime Minister's Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

ix. Contribution to incubators funded by Central Government or State Government or any agency or Public Sector Undertaking of Central Government or State Government, and contributions to public funded Universities, Indian Institute of Technology (IITs), National Laboratories and Autonomous Bodies (established under the auspices of Indian Council of Agricultural Research (ICAR), Indian Council of Medical Research (ICMR), Council of Scientific and Industrial Research (CSIR), Department of Atomic Energy (DAE), Defence Research and Development Organisation (DRDO), [Department of Biotechnology (DBT)], Department of Science and Technology (DST), Ministry of Electronics and Information Technology) engaged in conducting research in science, technology, engineering and medicine aimed at promoting sustainable development Goals (SDGs);

x. Rural development projects

xi. Slum area development

xii. Disaster management, including relief, rehabilitation and reconstruction activities.

2. The Composition of the CSR Committee:

3. Provide the web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company.

The Composition of CSR Committee and CSR Policy of the Company are available on the Company's website and can be accessible at https://gptinfra.in/share-holder-information/#CorporatePolicies.

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable –

Since both the conditions mentioned in Rule 8(3) of the Companies (CSR Policy) Rules, 2014 are not attracted for impact assessment and hence Not Applicable.

7. a. Two percent of average net profit of the Company as per section 135(5) : H 74,81,500 b. Surplus arising out of the CSR projects or programmes or activities of the previous financial years – Nil c. Amount required to be set off for the financial year – Nil d. Total CSR obligation for the financial year (7a+7b-7c) – H 74,81,500

b. Details of CSR amount spent against ongoing projects for the financial year – Nil c. Details of CSR amount spent against other than ongoing projects for the financial year:

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any – H 1,43,672

6. Average net profit of the Company as per Section 135 (5): H 37,40,74,979

d. Amount spent in Administrative Overheads – Nil e. Amount spent on Impact Assessment, if applicable – Nil f. Total amount spent for the Financial Year (8b+8c+8d+8e) – H75,15,000 g. Excess amount for set off, if any

9. a. Details of Unspent CSR amount for the preceding three financial years: NIL b. Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): NIL

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year:

The Company has not created or acquired any capital assets during the year and hence Not Applicable.

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5). The Company has spent more than 2% of average net profits and hence Not Applicable.

The Compensation Committee of GPT Infraprojects Limited ("the Company") was originally constituted on October 31, 2023. In order to align with the provisions of the Companies Act, 2013 and the Listing Agreement / Regulations, the Board on May 29, 2014 renamed the "Compensation Committee" as "Nomination and Remuneration Committee" which was last reconstituted on January 31, 2023, consisting of three (3) Non- Executive Directors, who are entirely Independent Directors.

1. OBJECTIVE:

The Nomination and Remuneration Committee and this Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015 ("Listing Regulation"). The Key Objectives of the Committee would be:

a. to guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b. to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

c. to recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

2. DEFINITIONS: a. Key Managerial Personnel: Key Managerial Personnel means—

i. Chief Executive Officer or Managing Director or Manager;

ii. Company Secretary, iii. Whole-Time Director; iv. Chief Financial Officer; and v. such other officer as may be prescribed.

b. Senior Management: "Senior Management" shall comprise all members of Management one level below the "chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the board) and shall specifically include company secretary and chief financial officer.

3. ROLE OF COMMITTEE:

The role of the Committee inter alia will be the following and as duly referred and as amended time to time as per Part D of Schedule II of the SEB Listing Regulations:

a. to formulate a criteria for determining qualifications, positive attributes and independence of a Director;

b. to recommend to the Board the appointment and removal of Senior Management;

c. to carry out evaluation of Director's performance and recommend to the Board appointment / removal based on his / her performance;

d. to recommend to the Board on (i) policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management and (ii) Executive Directors remuneration and incentive;

e. to make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

f. ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

g. to devise a policy on Board diversity; and

h. to develop a succession plan for the Board and to regularly review the plan.

4. MEMBERSHIP: a. The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent;

b. Minimum two (2) members shall constitute a quorum for the Committee meeting;

c. Membership of the Committee shall be disclosed in the Annual Report; and

d. Term of the Committee shall be continued unless terminated by the Board of Directors.

5. CHAIRMAN: a. Chairman of the Committee shall be an Independent Director;

b. Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee;

c. In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman; and

d. Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders' queries.

6. FREQUENCY OF MEETINGS:

The nomination and remuneration committee shall meet at least once in a year.

7. SECRETARY:

The Company Secretary of the Company shall act as Secretary of the Committee.

8. NOMINATION DUTIES:

The duties of the Committee in relation to nomination matters include:

Ensuring that there is an appropriate induction & training programme in place for new Directors and members of Senior Management and reviewing its effectiveness;

Ensuring that on appointment to the Board, Non- Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013;

Identifying and recommending Directors who are to be put forward for retirement by rotation;

Determining the appropriate size, diversity and composition of the Board;

Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

Evaluating the performance of the Board members and Senior Management in the context of the Company's performance from business and compliance perspective; Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

Delegating any of its powers to one or more of its members or the Secretary of the Committee;

Recommend any necessary changes to the Board; and

Considering any other matters as may be requested by the Board.

9. REMUNERATION DUTIES:

The duties of the Committee in relation to remuneration matters include:

to consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board.

to approve the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

to delegate any of its powers to one or more of its members or the Secretary of the Committee

to consider any other matters as may be requested by the Board

Professional indemnity and liability insurance for Directors and senior management.

Proceedings of all meetings must be minuted and signed by the Chairman of the Committee at the subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meeting.

The statement required under Section 197 (12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a. The Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

* Non-Executive Directors were paid only sitting fees and there were no pecuniary relationships or transactions by the Company with any of the Non-Executive and Independent Directors of the Company. The Company has not granted stock options to Non-Executive and Independent Directors.

_ Remuneration considered hereinabove for the purpose of comparison consists basic salary, house rent allowance & special allowance as applicable.

# Mr. Mohit Arora was appointed as the Company Secretary w.e.f April 01, 2023 hence his remuneration will not be considered. b. The percentage increase in the median remuneration of employees in the financial year: 12.94 percent

c. The number of permanent employees on the rolls of the Company (as on March 31 2024): 824

d. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Average percentile increase in salary of non-managerial employees was 15.86 percent and average percentile increase in managerial remuneration was 43.75 percent during the financial year 2023-24.

The increment given to each individual employee is based on the employees' potential, experience as also their performance and contribution to the Company's progress over a period of time. The average increase is also an outcome of the Company's performance and its market competitiveness as against its peer group companies.

e. Affirmation that the remuneration is as per the remuneration policy of the company

The Company affirms that the remuneration paid during the year ended March 31, 2024 is as per the Remuneration Policy of the Company.

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

GPT Centre, JC-25, Sector-III, Salt Lake Kolkata WB 700106

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GPT INFRAPROJECTS LIMITED

(hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's, books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31^st, MARCH, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by GPT INFRAPROJECTS LIMITED ("the Company") for the financial year ended on 31^st March 2024, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under; ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Byelaws framed there under:

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI ‘Act'):-a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations,2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,-2009; The company has not issued any shares during the year.

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

Not applicable, since the Company has not raised any such scheme as per (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 during the year.

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

Not applicable, since the company has not issued any debt securities during the year (Issue and Listing of Debt Securities Regulations, 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not applicable, since the company has not applied for delisting of shares during the year and;

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not applicable, since the company has not bought back of shares during the year" vi. Other specifically applicable laws to the Company.

a. Building & Other Construction Works (Regulation of Employment & Condition of services) Act 1996 and Central Rules 1998. The Company has duly obtained certificate of registration under Rule 24(1) of the aforesaid Act.

b. Contract Labor (Regulation & Abolition) Act, 1970 & Central Rules framed thereunder. The Company has duly obtained License u/s 12(1) of the aforesaid Act.

c. Factories License under Factories Act, 1948 for its units situated in different places.

d. Water (Prevention and Control of Pollution) Act, 1974 and Air (prevention and Control of pollution) Act, 1981.

e. And all other laws as would be applicable from time to time.

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India as amended from time to time,

ii. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, and

iii. The Ministry of Corporate Affairs (MCA) On December 28, 2022, Issued A Notification Clarifying The Holding Of The Annual General Meeting (AGM) Through Video Conference (VC) Or Other Audio Visual Means (OAVM) In The manner laid down under Para 3 And 4 Of The General Circular 20/2020 Dated May 05, 2020. Accordingly, the Annual General Meeting Company was held through VC/OAVM and Complied with the provisions of MCA circular.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executive Directors and Independent Directors. No changes in the composition of the Board of Directors has occurred during the period. However, the following change has occurred in the KMP of the Company.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

The Company has passed Special Resolution for Payment of Commission to Mr. Dwarika Prasad Tantia, Non-Executive Chairman in the AGM held on 27^th July, 2023:

I/we further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.