GB Global Ltd

TO THE MEMBERS OF GB GLOBAL LIMITED

Your director's take pleasure in presenting the 40^th Annual Report on the business and operations of your Company, along with the summary of the Audited Standalone and Consolidated Financial Statements for the Financial Year ('FY') ended 31^st March, 2024.

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

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

Previous years' figures have been reclassified/regrouped wherever necessary, to correspond with those of the current year.

The Highlights of the Company's Performance for the FY ended 31^st March, 2024 are as under: Standalone:

i- The total revenue from operations increased from ^12,794.16 lakhs to ^21,929.93 lakhs. -I- The total profit before tax is ?3,360.44 lakhs against last year's profit of ?2,615.16 lakhs.

-I- The total profit after tax is ?4,038.82 lakhs against last year's profit of ?2,653.55 lakhs.

X- The total revenue from operations increased from ^12,794.16 lakhs to ^21,929.93 lakhs. 1 The total profit before tax is ?3,339.81 lakhs against last year's profit of ?2,607.23 lakhs.

-I- The total profit after tax is ?4,018.50 lakhs against last year's profit of ?2,645.62 lakhs.

Your Company operates in three primary business segments, namely "Textile", "Garment" and "Infrastructure Projects" which constitutes a reportable segment in the context of Ind AS 108 on "Operating Segments".

Therefore, the total Segmental profit before tax & interest is ?3,480.51 lakhs against last year's profit of ?2,665.57 lakhs under textile segment reporting. There has been no income during the period under review in the garment segment. The total loss before tax & interest is ?20.51

against last year's loss of ?7.50 lakhs under infrastructure projects segment. There is profit before tax in current financial year of ?3,339.80 lakhs.

Also, the performance of the Company for the FY ended 31^st March, 2024 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

The Board of Directors has decided to retain the entire amount of profit for FY 24 appearing in the Statement of profit and loss.

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review.

a. Authorized Share Capital: The Authorized Share Capital of the Company as on the date of this report is ^1,10,00,00,000/- (Indian Rupees One Hundred and Ten Crores Only) divided into 11,00,00,000 equity shares of ?10/- (Indian Rupees Ten each).

b. Paid Up Equity Capital: The paid-up Equity Share Capital as on the date of this report is ^50,03,31,430/- (Indian Rupees Fifty Crores Three Lakhs Thirty-One Thousand Four Hundred and Thirty Only) divided into 5,00,33,143 equity shares of ?10/- (Indian Rupees Ten each).

On 31^st March, 2024, the Company has one subsidiary company i.e., Flowline Developers Private Limited and there has been no material change in the nature of the business of the said subsidiary. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Further the Company contributed in the capital account of DLH North Housing LLP ("LLP") to admit as a new partner in the said LLP.

Pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rule, 2014, a statement containing the salient features of financial statements of the company's subsidiary in Form AOC-1 is attached herewith as Annexure - 'I' and forms part of this Report.

Except as stated in this Report, there are no Companies/Body Corporate which have become/ceased to be subsidiary/ Joint Venture / Associate during the year under review.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements of the Company along with relevant documents and separate audited financial statements in respect of subsidiary, are available on the Company's website at www.gbglobal.in.

The policy for determining Material Subsidiaries as approved by the Board of Directors is available on the website of the Company at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

The financial statements are prepared in accordance with Indian Accounting Standards OInd AS') under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India OSEBI'). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy thereto in use.

In light of the aforesaid and pursuant to the requirements under sub section (3)(c) and (5) of Section 134 of the Act, with respect to Directors' Responsibility Statement, your management state that:

i. In the preparation of the annual accounts for FY ended 31^st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. Accounting policies have been selected and applied consistently and judgments and estimates made that were 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 FY and of the profit of the Company for the year under review;

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

iv. The annual financial statements have been prepared on a going concern basis;

v. Internal financial controls to be followed by the Company have been laid down and ensured that such internal financial controls are adequate and operating effectively; and

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

During the year under review, there has been no change in the main business object of the Company.

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

The Hon'ble National Company Law Tribunal ('NCLT') vide order dated 19^th May, 2021 approved the Resolution Plan ('Approved Resolution Plan') submitted for the Company by Dev Land & Housing Private Limited ('DLH'/ 'Successful Resolution Applicant¹), pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 ('Code').

As per the Approved Resolution Plan, the Monitoring Committee was constituted on 28^th May, 2021 for monitoring the implementation of the Approved Resolution Plan.

The Monitoring Committee comprised of the following personnel's:

The said Monitoring Committee is still in existence even after the full and final consideration as on the discharge date 06^th June, 2022 as the Company is yet to receive no-due certificate from some of the financial creditor of the Company.

In accordance with the requirements of the Act and the Company's Articles of Association, Mr. Vijay Thakkar (DIN: 00189355) retires by rotation and being eligible, offers himself for re-appointment.

The Composition of the Board of Directors during the FY 23-24 is as follows:

Further, there were below-mentioned changes in the composition of the Board during the year under review:

• Mr. Dinesh Tarfe (DIN: 10104238) was appointed as an Additional Director with effect from 18^th April, 2023 and regularized as Director in the 39^th Annual General Meeting ('AGM') of the Company held on 29^th September, 2023.

• Mr. Aayush Prashant Agrawal (DIN: 09101979) and Mr. Akshat Prashant Agrawal (DIN: 09107481) were appointed as Additional Directors with effect from 14^th August, 2023 and regularized as Director in the 39^th AGM of the Company held on 29^th September, 2023.

• Mr. Shailesh Vora (DIN: 01381931) has resigned from the post of Non-Executive Independent Director of the Company with effect from 14^th August, 2023.

The Composition of Key Managerial Personnel ("KMP") during the FY 23-24 is as follows:

Mr. Paresh Jain, Mr. Aayush Prashant Agrawal and Mr. Akshat Prashant Agrawal are the Independent Directors on the Board of the Company. Mr. Aayush Prashant Agrawal and Mr. Akshat Prashant Agrawal were regularized as the Non-Executive, Independent Directors on the Board in the 39^th AGM held on 29^th September, 2023.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

In terms of Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Also, a statement from them that have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Pursuant to the provisions of Regulation 16 of the Listing Regulations, the Independent Directors also confirmed 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 independent judgment and without any external influence and that they are independent of the management.

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Company.

During the financial year 2023-24, the Boards of Directors of the Company duly met seven (7) times. The following Meetings of the Board of Directors were held during the period under review:

For details of meetings of the Board, please refer to the Corporate Governance Report, which forms a part of the Annual Report.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure; degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); effectiveness of board processes, information and functioning, etc.; extent of co-ordination and cohesiveness between the Board and its Committees; and quality of relationship between board Members and the management.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on 05^th January, 2017.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Director and Non-Executive Directors. The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution within and outside the meetings, etc. In the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Company's Independent Directors met on Thursday, 09^th November, 2023 without the presence of Executive Directors or Members of the Management. All the Independent Directors attended the Meeting. The Board of Directors has expressed their satisfaction with the evaluation process.

The details of the Policy on evaluation of Board's performance is available on the Company's website.

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a director's appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

The said policy laid down the parameters on appointment and evaluation of Board of Directors, KMP's and Senior Management Personnel setting out the guiding principles for the Nomination and Remuneration Committee for identifying the individuals who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company and other matters provided under sub-section (3) of section 178 of the Act.

The Company has in place the Nomination and Remuneration Policy for Directors, KMP's and Senior Management Personnel to align with the requirements of the Act and the Listing Regulations. The said Policy is available on the website of the Company at www.gbglobal.in. The web link of the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

Criteria for determining qualifications, positive attributes and independence of a Director In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

y Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

y Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgement. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

y Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is available www.gbglobal.in. The web link of the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

The Company has in place a Vigil Mechanism/ Whistle Blower Policy ("the policy"). The said policy is established effectively for the Directors/ Key Managerial Personnel and employees of the Company, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics.

In accordance with Section 177(9) of the Act and Regulation 22 of the Listing Regulations, the Company has established the necessary vigil mechanism that provides a formal channel for all its directors, employees and other stakeholders to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The details of the policy as approved by the Board of Directors is available on the website of the Company at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of-conduct- policies.php.

The Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms a part of the Annual Report.

The following are the Committees of the Board:

The Audit Committee meetings were held on 30^th May, 2023; 14^th August, 2023; 05^th September, 2023; 19^th November, 2023; and 13^th February, 2024.

*The Board of Directors in their meeting held on 14^th August, 2023, reconstituted the Audit Committee due to resignation of Mr. Shailesh Vora. Further, Mr. Aayush Agrawal was appointed as a member in the Audit Committee with effect from 14^th August, 2023.

The Nomination & Remuneration Committee meetings were held on 18^th April, 2023, 27^th July, 2023, 14^th August, 2023; and 05^th September, 2023.

*The Board of Directors in their meeting held on 14^th August, 2023, reconstituted the Nomination & Remuneration Committee due to resignation of Mr. Shailesh Vora. Further, Mr. Aayush Agrawal was appointed as a member in the Nomination & Remuneration Committee with effect from 14^th August, 2023.

The stakeholder's relationship committee meeting was held on 09^th November, 2023.

4. Risk Management Committee -

The risk management committee meetings were held on 09^th November, 2023 and 13^th February, 2024.

18.CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

Post the year under review, the Company in their Board Meeting held on 12^th August, 2024 constituted the CSR Committee for carrying out the CSR activities going forward. The composition of the CSR Committee is mentioned below:

Pursuant to Section 135 of the Act, the Company is required to spend 2 (two) percent of the average net profit of the Company for three immediately preceding FYs. As the average net profit of the Company during previous three FYs was negative, the Company is not required to spend any amount for the CSR purpose during the year under review.

The Annual Report on CSR activities for the FY 2023-24 as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended is annexed as Annexure - 'II' and forms an integral part of this report.

The policy on Corporate Social Responsibility as approved by the Board of Directors prior to the commencement of the CIRP is available on the website of the Company at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

In accordance with Section 139, 142 of the Act, the Members of the Company in its 37^th AGM, held on 28^th September, 2022 have appointed M/s. Bhuta Shah & Co. LLP, Chartered Accountants (FRN: 101474W/ W100100) as the Statutory Auditors of the Company to hold office till the conclusion of the 42^nd AGM of the Company. M/s. Bhuta Shah & Co. LLP, Chartered Accountants has furnished the Financial Results and Independent Auditor's Report for the FY ended 31^st March, 2024.

The Board in their meeting held on 29^th May, 2024 appointed M/s Himesh Pandya & Associates, Practicing Company Secretary (Membership No. A40991) as Secretarial Auditor of the Company for conducting Secretarial Audit for the FY 2023-24 pursuant to the provisions of Section 204 of the Act, Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and pursuant to Listing Regulations.

The Secretarial Audit Report in MR - 3 is annexed as Annexure- 'III' and forms an integral part of this Report.

The subsidiary company i.e., Flowline Developers Private Limited does not fall under the category of material subsidiary as per the SEBI Listing Regulations. Therefore, the provisions pertaining to Regulation 24A (1) of the Listing Regulations are not applicable to the Company.

As per the requirement of Central Government and pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, cost audit is applicable to the Company. In view of the same, the Company is in the process of appointing a new Cost Auditor.

Upon the recommendation of the Audit Committee, the Board in their meeting held on 30^th May, 2023 appointed J A S N & Co. LLP, Practicing Chartered Accountant Firm (Firm Registration Number W100635) as Internal Auditor of the Company for conducting Internal Audit for the FY 2023-24 pursuant to the provisions of Section 138 of the Act.

The Auditors of your Company have not reported any frauds as mentioned under Section 143 (12) of the Act, during the period under review.

The Auditors were unable to obtain sufficient and appropriate audit evidence about the carrying amount of inventories including it's quantity and valuation as at 31^st March, 2024 because complete details regarding inventories were not made available.

The Auditors' Report and notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134 of the Act. The Auditors' Report is enclosed with the financial statements in this Annual Report.

The balances of trade payables, trade receivables, advances received, advances given (including capital advances), and Goods and Services Tax (GST) balances are subject to confirmation, reconciliation, and consequential adjustment, if any. Thus, the Statutory Auditors were unable to obtain sufficient appropriate audit evidence regarding the amounts recognized for these balances.

The Auditors' Report and notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134 of the Act. The Auditors' Report is enclosed with the financial statements in this Annual Report.

(a) The title deeds of immovable properties, which are included under the head fixed assets, are held in the name of the Company except factory building situated at sewri, Mumbai having net carrying value INR 742.31 lakhs in the financial statement

Management explanation:

Further, the Auditors' Report and notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134 of the Act. The Auditors' Report is enclosed with the financial statements in this Annual Report.

iv. Auditor's Qualification

According to the information and explanations given to us and based on our examination of the records, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted except for the following:

Management explanation:

Further, the Auditors' Report and notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134 of the Act. The Auditors' Report is enclosed with the financial statements in this Annual Report.

B. Secretarial Auditor's Qualification

i. Auditor's Qualification:

It is observed that the Listed Equity Capital reported in the XBRL Report is (33143) (No. Of shares) not matching with the Listed Equity Capital as per Exchange records i.e. ( 3314295) (No. Of shares) and Difference is 3281152(No. Of shares).

Management explanation:

Pursuant to the Approved Resolution Plan, the paid-up share capital of the Company was to be reduced from 33,14,295 to 33,143. The Company had applied for reduction of share capital from 33,14,295 to 33,143 to BSE and NSE and after providing various replies to the queries of both the exchanges, the Company has received the approval letters from both the exchanges dated 21^st December, 2022 and 22^nd December, 2022 respectively. The Corporate Action has been completed for the same and the company has received the approval letters from CDSL and NSDL dated 16^th February, 2023 and 27^th January, 2023 respectively. Since, the same was not taken on record in the data of BSE and NSE, there was difference in the number of shares of the Company. In response to same, the Company have uploaded the XBRL with the required clarifications on 01^st August, 2023.

ii. Auditor's Qualification:

Executive Director &Chairperson (C&NED) as on March 31, 2023 to Non-Executive Director &chairperson related to promoter (C, NED) as on June 30, 2023. Due to change in change in category of above-mentioned Director Board Composition of your company (Half of the Board is not ID) not in line with requirements of SEBI (LODR) Regulations, 2015

Management explanation:

The Company in its clarification letter dated 11^th August, 2023 clarified that due to change in XBRL taxonomy provided on listing portal, the Company had invertedly selected the wrong category of the Chairperson as clearly mentioned in your query letter.

iii. Auditor's Qualification:

Provisions pertaining to Board Composition (Regulation 17) Reason: 1.1) One third of the board is not Independent from April 18, 2023. 2. Contradictory Affirmations: The composition of Board of Director is not in line with SEBI (Listing obligations and disclosure requirements) Regulations, 2015 while the Company has stated as Compliant in the section of affirmation

Management explanation:

The Company in its clarification letter dated 18^th August, 2023 clarified that the Board of Directors in their meeting held on 14^th August, 2023, had appointed two new Independent Directors which are Mr. Aayush Prashant Agrawal (DIN: 09101979) and Mr. Akshat Prashant Agrawal (DIN: 09107481). The Company affirms that the composition of the Board is in compliance with the SEBI Listing Regulations.

iv. Auditor's Qualification:

Letter received from NSE for the entity is covered as promoter/promoter group in System Driven Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020), however not appearing as promoter/promoter group as per Table II of shareholding pattern (SHP) or vice-versa.

Management explanation:

The Company in its clarification letter dated 11^th September, 2023 stated the reasons for the difference in the promoter/promoter group in System Driven Disclosures (SDD) and the shareholding pattern submitted for the quarter ended 30^th June, 2023.

v. Auditor's Qualification:

There is Quarter to Quarter Change in count of promoter of the Company compared to previous period/quarter shareholding pattern.

Management explanation:

The Company had uploaded the Shareholding pattern XBRL along with the clarification for Change in count of promoter of the Company compared to previous period/quarter shareholding pattern on the BSE Portal on 17^th November, 2023.

vi. Aud itor's Qua l ification:

It is observed from the submission made under 31 of LODR and Reg 76 of DP regulation for quarter ended Sep 30, 2023, that there is a mismatch in total no of shares held in Shareholding Pattern and Reconciliation of Share capital Audit report.

The Company in its clarification letter dated 24^th January, 2024 stated that the name of DLH was included in the shareholding pattern submitted for the quarter ended 30^th September, 2023 in the Promoter Category pursuant to the Resolution Plan. In regards to the data received from the RTA of the Company; it does not include the name of DLH as the Company is awaiting the in-principle approvals from the Stock Exchanges for the listing/trading for the 5,00,00,000 equity shares allotted to DLH on preferential basis. The Company had stated the reasons for such difference and uploaded the clarification letter dated 24^th January, 2024.

vii. Auditor's Qualification:

1. There is Quarter to Quarter Change in count of promoter of the Company compared to previous period/quarter shareholding pattern. 2. For PAN (AAZPD1247R & AEFPC2943H) of Promoter Name is mismatch with Quarter ended September 30,2023 and Quarter ended June 30, 2023, Please update the Correct Name / PAN of the Promoter and resubmit the Revised XBRL for respective Quarter.

Management explanation:

The Company uploaded the revised XBRL on 02^nd November, 2023 on the BSE Portal with requisite details of the promoters and further mentioning the reasons for the change in the count of promoter of the Company for the quarter ended 30^th September, 2023.

viii. Auditor's Qualification:

It was observed that the public shareholding in the company is below the limit prescribed under regulation 38 of LODR asper Shareholding pattern submitted by Company as on September 30, 2023. Kindly confirm the date of fall in the public shareholding and reason for the same.

Management explanation:

The Company had submitted its reply via email dated 20^th March, 2024 stating that the reasons for the Minimum Public Shareholding under Regulation 38 of SEBI Listing Regulations 2015 submitted for the quarter ended 30^th September, 2023.

ix. Auditor's Qualification:

1. There is change in category of following shareholder 2. There is change in PAN of shareholder Bhagwati Madanlal Chandak, Shakuntala Ramesh Dargad in promoter category 3. Change in Promoter Pledge Holding - Disclosure requirement under regulation SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 4. There is a change in number of Promoters 5. The entity is covered as promoter/promoter group in System Driven Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020), however not appearing as promoter/promoter group as per Table II of shareholding pattern (SHP) or vice-versa 6. The entity is covered as promoter/promoter group in System Driven Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020), however not appearing as promoter/promoter group as per Table II of shareholding pattern (SHP) or vice-versa.

Management explanation:

The Company in its clarification letter dated 22^nd December, 2023 stated the reasons for the such discrepancies in shareholding pattern submitted for the quarter ended 30^th September, 2023.

x. Auditor's Qualification:

Provisions pertaining to Board Composition (Regulation 17) 1.1) One third/Half of the board is not Independent from July 01,2023 to August 13,2023 2. Change in category of Director There is change in the category of the Director Mr. DEV VIJAY THAKKAR has changed from Non-Non-Executive Director & Chairperson related to promoter (C, NED) in June 2023 Quarter to Non-Executive Director & Chairperson not related to promoter (C&NED).

Management explanation:

The Company in its clarification letter dated 06^th November, 2023 clarified that the composition of the Board is in compliance with the Regulation 17 of SEBI Listing Regulations.

xi. Auditor's Qualification:

To revise the following - i. Mention correct PAN of Bhagwati Madanlal Chandak, Shakuntala Ramesh Dargad, in promoter category. ii. Change in Promoter Pledge of Priyavrat P Mandhana.

Management explanation:

The Company in its clarification letter dated 06^th March, 2024 stated the reasons for the such discrepancies in shareholding pattern submitted for the quarter ended 30^th September, 2023.

xii. Auditor's Qualification:

This is with reference to the submission made by the company in Reg. 24A -Annual Secretarial Compliance Report (ASCR) in XBRL mode, of SEBI (LODR) Regulations,2015. As per the submission made by the company in ASCR Report of FY 22-23, the company had mentioned that the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 are not applicable on the company. The company is advised to provide the clarification and supporting documents for such non-applicability.

Management explanation:

The Company in its clarification letter dated 05^th February, 2024 stated that the Company had inadvertently selected the 'NO' instead on 'YES' under the tab of applicability of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

This risk framework thus helps in identifying, measure, mitigating business risks and threats, managing market, credit and operations risks and quantifies exposure and potential impact at a Company level. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company's competitive advantage.

However, post the year under, pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 since the Company does not fall under the criteria for constituting the Risk Management Committee, the Board of Directors in their Board Meeting held on 12^th August, 2024 dissolved the Risk Management Committee.

The particulars of loans, guarantees given and investments made during the FY, as required under Section 186 of the Act and Listing Regulations are provided in Notes to the financial statements of the Company for the FY ended 31^st March, 2024 and the said notes are selfexplanatory in nature.

In line with the requirements of the Act and the Listing Regulations, as amended, the Company has formulated a Policy on Related Party Transactions for identifying, reviewing, approving and monitoring of Related Party Transactions and the same can be accessed on the Company's website at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of- conduct-policies.php.

During the year under review, all contracts/arrangements / transactions entered by the Company during the FY with related parties were in its ordinary course of business and on an arm's length basis. The Company has reported the material related transactions in Form No. AOC-2 made during the year, as required in the provisions of Section 134(3) (h), Section 188 and other applicable provisions, if any, of the Act read with the Rules made thereunder. The disclosures of related party transaction in Form AOC-2 which is enclosed as Annexure - 'IV' of this Report

As required under Section 134(3)(a) of the Act, the Annual Return of the Company in prescribed Form MGT-7 as on 31^st March, 2024 is available on the website of the Company at www.gbglobal.in and can be accessed at https://www.gbglobal.in.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out and statement showing the names of top 10 (ten) employees in terms of remuneration drawn in the said Rules forms part of this report as Annexure - 'V'. Further, the report and the annual accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company at cs@gbglobal.in.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report as Annexure - 'V'.

We hereby report that the Company has not paid or provided managerial remuneration during the year. The details of sitting fees paid during the financial year 2023-24 to Board of Directors of the Company is provided in Annual Return, i.e., Form MGT-7 which is uploaded on website of Company, i.e., at https://gbglobal.in and in Report on Corporate Governance.

During the FY 2023-24, the Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

The Company does not accept and/or renew Fixed Deposits from the general public and shareholders. There were no over dues on account of principal or interest on public deposits including the unclaimed deposits at the end of FY 2023-24.

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134 of the Act read with Rule 8 of the

Companies (Accounts) Rules, 2014 for the year ended 31^st March, 2024 is annexed as Annexure - 'VI' and forms an integral part of this report.

30. MATERIAL CHANGES/DEVELOPMENTS DURING THE YEAR:

During the period under review, the following key changes have taken place:

1 Appeal filed with the Hon'ble NCLAT -

The Indian Bank (the member of the CoC) filed an appeal before the Hon'ble NCLAT against the order of the Hon'ble NCLT, Mumbai. The Hon'ble NCLAT vide order dated 20^th September, 2021 passed an interim order of status quo on the implementation of the Approved Resolution Plan. Thereafter, the Hon'ble NCLAT vide final order dated 06^th May, 2022 dismissed the said appeal filed by the Indian Bank and the interim order of status quo on the implementation of the Approved Resolution Plan stands cancelled.

The Indian Bank had filed a civil appeal in the Supreme Court against Charu Desai & ORS. (Resolution Professional of the Company) for Stay Application on the status quo. Supreme Court vide its order dated 16^th September, 2022 had directed the parties to maintain the status quo until further hearing and adjudication of the said Civil Appeal. Indian Bank filed another appeal on 11^th May, 2023 for further clarification/ direction. The said matter was heard and the Supreme Court vide its order dated 09^th October, 2023 dismissed the appeal of clarification. Thus, the status quo still persists and the final order on the said matter is still pending.

-I- Satisfaction of Charges -

Pursuant to the Approved Resolution Plan, the discharge date for the full and final payment of FC Discharge Amount as committed by DLH was 06^th June, 2022 and on the same date, DLH paid the FC Discharge Amount. In connection with the same, the Charges are satisfied by the Company from whom the Company have received No Dues Certificate.

The Company is yet to receive No Dues Certificate from Indian Bank & Allahabad Bank.

i Reduction of existing paid-up share capital -

Pursuant to the Approved Resolution Plan, the recommencement of the existing paid-up equity share capital of the Company from 33,14,295 to 33,143 equity shares of ?10 each has been done by the Company as an effect of the implementation of the Approved Resolution Plan.

-I- Trading Application -

The Company had received in-principal approval from Bombay Stock Exchange ('BSE') and National Stock Exchange ('NSE') dated 21^st December, 2022 and 22^nd December, 2022 respectively for the listing of the 33,143 equity shares of ?10 each. The Company have made applications and is in process of seeking trading approval from BSE and NSE for the said equity shares.

In terms of the Approved Resolution Plan, the Company has made applications to BSE and NSE for obtaining the in-principal approval of listing/ trading of the 5,00,00,000 equity shares allotted on preferential basis to the Subsequent Resolution Applicant i.e., Dev Land & Housing Private Limited.

The Company have made applications to the stock exchanges for the trading of 33,143 equity shares and obtaining the in-principal approval of listing/ trading of 5,00,00,000 equity shares. The Company is awaiting the approvals from the stock exchanges regarding the same and the delay in approvals is creating difficulties to the Company. Due to the same, the Company is not in a position to bring an open offer to the public for meeting the MPS requirement under Regulation 38 of SEBI Listing Regulations.

There have been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the FY to which the financial statements relate i.e., 31^st March, 2024 and the date of this Report expect as stated in the said Report.

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impacted the going concern status and Company's operations in the future. However, Members' attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the financial statements.

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

Pursuant to the provisions of the Act, read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules') as amended from time to time, the shares pertaining to which dividend remains unclaimed/unpaid for a period of 7 (seven) years from the date of transfer to the Unpaid Dividend Account is mandatorily required to be transferred to the Investor Education and Protection Fund ('IEPF') established by the Central Government.

The Board complied with the applicable provisions of the Act and Rules related to IEPF. Any person whose unclaimed dividend and shares pertaining thereto has been transferred to the IEPF can claim their due amount from the IEPF Authority by making an electronic application in e-Form IEPF-5. Upon submitting a duly completed form, shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the Nodal Officer, at the Registered Office of the Company. The form can be downloaded from the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

The Company has in place a familiarization program for the Independent Directors to familiarize them with their role, rights and Responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. in compliance with the requirements of the Listing Regulations

The said Policy is available on the website of the Company at www.gbglobal.in. The web link of the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned and preservation of natural resources.

The members of the Company are informed that the Company's shares are compulsorily tradable in electronic form. As on 31^st March, 2024, the Company does not have any shares in physical form. 21,195 Equity Shares stand with the National Securities Depository Limited ('NSDL') Account and 11,948 Equity Shares stand with the Central Depository services (India) Limited ('CDSL'). Your Company had appointed Link Intime India Private Limited as its Registrar and Share Transfer Agent.

The Corporate Governance Report and Management Discussion & Analysis, is presented in a separate section, forming part of the Annual Report together with the Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the Listing Regulations.

There is no change in the address of the corporate office of the Company during the year under review.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All Board of Directors and the designated employees have confirmed compliance with the Code.

Therefore, the said code of conduct as approved by the Board of Directors is available on the website of the Company at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The company has adopted a Policy on prevention of Sexual Harassment at the Workplace in line with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and rules made thereunder. The said policy allows every employee to freely report any such act and prompt action will be taken thereon and laid down severe punishment for any such act.

The said policy as approved by the Board of Directors is available on the website of the Company at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of-conduct- policies.php.

Further, the Board of your Company has complied with the provisions relating to the constitution of Internal Complaints Committee ("ICC") under the POSH Act to redress complaints received regarding sexual harassment.

Pursuant to section 21 of the POSH Act and the relevant rules made thereunder, the Company has made physical submission of the Annual Report of the ICC for the year ended 31^st December, 2023.

1. During the period under review, no postal ballot was conducted by the Company.

2. During the period under review, no charge was created.

3. The Company had received a Summon from Directorate of Enforcement ("ED") under section 37(1) and (3) of Foreign Exchange Management Act, 1999 ("FEMA") read with Section 131(1) of the Income Act, 1961 and Section 30 of Code of Civil Procedure, 1908 issued by the Directorate of Enforcement / Ministry of Finance/ Government of India, Mumbai dated 03^rd May, 2023. In view of the same, on 12^th May, 2023, the Company made a physical submission of the documents mentioned in the summon to the Assistant Director of ED.

4. The Company had received a Show Cause Notice from the Deputy Director General of Foreign Trade dated 29^th May, 2023 under section 14 for taking action under section 11 of the Foreign Trade (Development & Regulation) Act, 1992 as amended and the Foreign Trade (Regulation) Rules 1993. In response to the same, the Company had submitted a reply dated 03^rd July, 2023.

5. The Company had received a Show Cause Notice from the Deputy Director General of Foreign Trade dated 05^th June, 2023 under section 14 for taking action under section 11 of the Foreign Trade (Development & Regulation) Act, 1992 as amended and the Foreign Trade (Regulation) Rules 1993. In response to the same, the Company had submitted a reply dated 13^th June, 2023.

6. The Company had received notice dated 15^th June, 2023 and 21^st June, 2023 from MCA for Non-Compliance of provisions of Section 148 of the Companies Act, 2013 relating to Cost Auditor for the financial year 2018-2019 and 2017-2018 respectively. In furtherance thereto, show cause notices dated 09^th December, 2022 and 14^th November, 2022 were served upon the Company respectively. In response of the same the Company had submitted a reply letter dated 11^th July, 2023 reiterating the relevance of the facts and circumstances thereto.

7. The Company had received notice dated 31^st October, 2023 from MCA for inquiry under provisions of Section 206 of the Companies Act, 2013 relating to submission of various

information and clarifications by the Company. In response of the same the Company had submitted a reply letter dated 17^th November, 2023 along with the supporting documents via courier to the designated statutory authority.

8. Post the year under review, the Company had received notice dated 12^th August, 2024 from MCA for inquiry under provisions of Section 206 of the Companies Act, 2013 relating to submission of various information and clarifications by the Company. In response of the same, the Board Members and the Key Managerial Personnels of the Company have submitted their reply letters dated 14^th August, 2024 via courier and email to the designated statutory authority.

Statements in this Directors' Report and Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forwardlooking statements" within the meaning of applicable securities laws and regulations.

Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include raw material availability and its prices, cyclical demand and pricing in the Company's principal markets, changes in Government regulations, Tax regimes, economic developments within India and other ancillary factors.

The Company wishes to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. The Reconstituted Board acknowledges and thanks all the employees, customers, suppliers, investors, lenders, regulatory and government authorities, stock exchanges and other stakeholders and also the Monitoring Committee for their cooperation and support and look forward to their continued support in future.

Statement containing salient features of the Financial Statement of Subsidiaries/Associate Companies/Joint Ventures

Part "A": Subsidiaries

1. Names of subsidiaries which are yet to commence operations: Not Applicable

2. Names of subsidiaries which have been liquidated or sold during the year: Not Applicable

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

During the year under review, the Company does not have any Associate Company or Joint Venture Company, therefore Part B relating to Associates and Joint Ventures is not applicable to the Company.

Corporate Social Responsibility is a Company's sense of responsibility towards the community and environment in which it operates. The Company is committed on remaining a responsible corporate entity mindful of its social responsibilities.

2. Composition of the CSR Committee: Post the year under review, the composition of the CSR Committee is mentioned below:

Details on composition of CSR committee, CSR Policy and CSR projects approved by the Board of Directors are available at www.gbglobal.in.

7. Details of CSR spent during the financial year:

a. Two percent of average net profits of the company as per section 135(5): Nil

b. Surplus arising out of the CSR projects or programs or activities of the previous financial years: Nil

c. Amount required to be set off for the financial year 2023-24, if any: Nil

d. Total CSR obligation for the financial year 2023-24 (7a+7b-7c): Nil

8.

a. CSR amount spent or unspent for the financial year 2023-24: Nil

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: Nil

d. Amount spent in Administrative Overheads: Nil

e. Amount spent on Impact Assessment, if applicable: Not Applicable

f. Total amount spent for the Financial Year 2023-24 (8b+8c+8d+8e): Nil

g. Excess amount for set off, if any: Nil

9.

a. Details of Unspent CSR amount for the preceding three financial years: Not Applicable

b. Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Nil

a. Date of creation or acquisition of the capital asset(s).

b. Amount of CSR spent for creation or acquisition of capital asset.

c. Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.

d. Provide details of the capital asset(s) created or acquired (including complete address and

location of the capital asset).

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): Since, the average net profit of the Company during previous three FYs was negative, the Company was not required to spend any amount for the CSR purpose during the year under review.

Form MR -3

SECRETARIAL AUDIT REPORT

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

To,

10^th Floor, Dev Plaza, Opp. Andheri Fire Station S. V. Road, Andheri (West) NA Mumbai City MH 400058

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. GB Global Limited (Formerly known as Mandhana Industries Limited) (hereinafter called "the Company") - CIN L17120MH1984PLC033553. 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, minutes, 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, through electronic mode, I hereby report that in my opinion, the Company has, during the period covering the financial year ended on March 31, 2024 (hereinafter referred to as "audit period"), 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, minutes, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024, according to the provisions of:

(i) The Companies Act, 2013 ('the ActO and the rules made thereunder; the applicable provisions of the Companies Act, 1956 and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRAO and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder 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, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Not Applicable during the period

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - Not applicable to the Company since it has not issued any debt securities during the audit period;

(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 to the Company during the audit period ;

(I) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

(ii) The Listing Agreements entered into by the Company with BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE').

During the audit period, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

I further report that, on an examination, on a test check basis, the relevant records and documents, and having regard to the compliance management system prevailing in the Company, the Company has complied with the laws applicable specifically to the Company:

a. Factories Act, 1948

b. Industries (Development and Regulation) Act, 1951;

c. Labour Laws and other incidental laws related to labour and employees appointed by the Company either on its payroll or on contractual basis related to Salary & Wages, Bonus, Gratuity, Provident Fund, ESIC, Compensation and Benefits etc.

d. Competition Act, 2002

e. Consumer Protection Act, 2019

f. The Trade Mark Act, 1999

g. The Hazardous Waste (Management & Handling and Transboundary Movement) Rules, 2008.

h. Boilers Act, 1923

i. Gas Cylinders Rules, 2004

j. Standards of Weights & Measures (Enforcement) Act, 1985

k. The Static & Mobile Pressure Vessels (Unfired) Rules, 2018

l. Foreign Trade (Development & Regulation) Act, 1992

m. The Legal Metrology Act, 2009

n. Acts prescribed under Direct Tax and Indirect Tax Laws by the Central and respective State Governments.

I further report that:

a) The following are the details of actions taken against the listed entity/its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued there under:

(d) The listed entity has taken the following actions to comply with the observations made in previous reports:

I further report that -

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act and SEBI Regulations.

Adequate notice, agenda and detailed notes have been given to all Directors to schedule the Board Meetings in advance as prescribed in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.

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, if any, are captured and recorded as part of the minutes.

I 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.

I further report,

During the period under review, Ms. Komal Jhawar, Company Secretary resigned as the

Company Secretary of the Company w. e. f. 30^th June, 2023.

During the period under review, Ms. Aastha Kochar, Company Secretary was appointed as

Company Secretary of the Company. W.e.f. 5^th September, 2023.

I further report that,

1. Show cause notice dated 29/05/2023 was received from Ministry of Commerce and Industry - Reply was submitted to the department vide letter dated 03/07/2023.

2. Show cause notice dated 05/06/2023 was received from Ministry of Commerce and Industry - Reply was submitted to the department vide letter dated 13/06/2023.

3. Summon dated 03/05/2023 was received from the Department of Finance - Reply was submitted to the department vide letter dated 12/05/2023.

4. Notice u/s 206 of Companies Act, 2013, dated 31/10/2023 was received from Ministry of Corporate Affairs

5. Notice u/s 148 of Companies Act, 2013, dated 15/06/2023 and 21/06/2023 was received from Ministry of Corporate Affairs - Reply was submitted to the department vide letter dated 11/07/2023

6. Under Companies Act, 2013, Shareholders resolution was passed on 29th September, 2023 for regularization of Mr. Aayush Agrawal (DIN: 09101979) as a Non- Executive Independent Director of the Company and Mr. Dinesh Tarte (DIN: 10104238) as a NonExecutive Director of the Company, but filing Form DIR 12 date of appointment was inadvertently taken as 30^th September, 2023.

Disclaimer:

This Certification is to be read along with this:

1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

2. Our responsibility is to express an opinion on the points mentioned on the basis of data provided. Our examination was limited to the verification of records and procedures on test basis.

3. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our certification.

4. We have not verified the correctness and appropriateness of all financial figures, records and books of accounts, related party transactions figures and AS-18 disclosures of the Company provided to us as it is taken care in the Internal/Statutory audit and relied on certificates, reports and representations given by Auditors and Management of the Company.

5. We have obtained Management's representation about the compliance of laws, rules and regulations and happening of events, wherever required.

6. This certification is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

There were no contracts or arrangements or transactions entered into during the year ended 31^st March, 2024, which were not at arm's length basis

(Rupees in Lakhs)

The Company does not pay any remuneration to any its directors. The Directors only receive sitting fees for attending the Board and Committee Meetings.

There is no percentage increase in the median remuneration of employees in the financial year.

4 Employees

There have been no such instances during the year under review.

6. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Board of Directors of the Company affirmed that remuneration paid is as per the Remuneration Policy of the Company.

i. the steps taken or impact on conservation of energy: Not Applicable

ii. the steps taken by the company for utilizing alternate sources of energy: Not Applicable

iii. he capital investment on energy conservation equipment's: Not Applicable

i. the efforts made towards technology absorption: Not Applicable

the benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

ii. in case of imported technology (imported during the last three years reckoned from the

beginning of the FY): Not Applicable

iii. the expenditure incurred on Research and Development: Not Applicable

i. The Foreign Exchange earned in terms of actual inflows during the year:

Foreign Exchange Earnings 'in Lakhs'- Nil

ii. The Foreign Exchange outgo during the year in terms of actual outflows:

Foreign Exchange Outgo 'in Lakhs' - Nil