Your director's take pleasure in presenting the 41^st 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, 2025.

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

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

Note:

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

2. COMPANY PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS:

The Highlights of the Company's Performance for the FY ended 31^st March, 2025 are as under:
Standalone:

X- The total revenue from operations is recorded at ^19,122.10 lakhs from ^21,929.93 lakhs
as compared to last year.

4- The total profit before tax is ?11,380.63lakhs against last year's profit of ?3,360.44 lakhs.

4- The total profit after tax is ?10,821.56 lakhs against last year's profit of ?4,038.82 lakhs.

Consolidated.

X- The total revenue from operations is recorded at ^19,122.10 lakhs from ^21,929.93 lakhs
as compared to last year.

-I- The total profit before tax is ^10,674.17 lakhs against last year's profit of ?3,339.81lakhs.
-I- The total profit after tax is ?4,018.50 lakhs against last year's profit of ^10,610.14 lakhs.

Segment Reporting

Your Company operates in three primary business segments, namely "Textile" 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 ^11,3654.57/- lakhs against last
year's profit of ?3,460.01/- lakhs under textile segment reporting. The total loss before tax &
interest is ?205.64/- against last year's loss of ?20.51/- lakhs under infrastructure projects
segment. The total loss before tax & interest is ?5,068.00/- against last year's loss of ?3,480.52/-
lakhs under Textile segment.

Also, the performance of the Company for the FY ended 31^st March, 2025 is provided in the
Management Discussion and Analysis Report, which is presented in a separate section forming
part of this Annual Report.

3. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for FY 25 appearing in
the Statement of profit and loss.

4. DIVIDEND:

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.

5. SHARE CAPITAL:

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).

6. DISCLOSURES RELATING TO SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES:

On 31^st March, 2025, 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.

7. DIRECTOR'S RESPONSIBILITY STATEMENT:

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, 2025, 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.

8. CHANGE IN THE NATURE OF BUSINESS:

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

9. CHANGE IN THE NAME OF THE COMPANY:

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

10. MANAGEMENT

a. Directors and Key Managerial Personnel

In accordance with the requirements of the Act and the Company's Articles of Association, Mrs.
Tanam Thakkar (DIN:00284512) retires by rotation and being eligible, offers herself for
re-appointment.

The Composition of the Board of Directors during the FY 24-25 is as follows:

During the year under review, Mr. Harsh Somaiya resigned from the post of Executive Director
and ChiefExecutive officer with effect from 04^h September, 2024 and20^h December, 2024
respectively.

**During the year under review, Mr. Dinesh Tarfe resigned from the Board with effect from
04^h September, 2024

Further, there were no changes in the composition of the Board during the year under review:
The Composition of Key Managerial Personnel ("KMP") during the FY 24-25 is as follows:

*Mr. Harsh Somaiya was resignedas the ChiefExecutive Officerofthe Company with
effect from 20^h December, 2024.

**Ms. Aastha KocharJhawar was appointed as the Company Secretary & Compliance
Officer of the Company from 05^th September, 2023. Further, she resigned from the
post ofCompany Secretary & Compliance Officer with effect from the dosing hours
of20^h September, 2024.

***Ms. NishiJain was appointedas the CompanySecretary& Compliance Officerof
the Company with effect from 14^th November, 2024.

11. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Paresh Jain, Mr. Aayush Prashant Agrawal and Mr. Akshat Prashant Agrawal are the
Independent Directors on the Board of the Company.

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

In terms of Regulation 25(8) of the 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.

12. NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2024-25, the Boards of Directors of the Company duly met ten (10)
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 Friday, 04^th September, 2024 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 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 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.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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.

16. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

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.

17. COMMITTEES OF THE BOARD:

The following are the Committees of the Board:

1. Audit Committee -

The Audit Committee meetings were held on 29^th May, 2024; 12^th August, 2024; 04^th September,
2024; 20^th September, 2024; 14^th November, 2024; 04^th December, 2024; 14^th February, 2025;
28^th February, 2025; and 21^st March, 2025.

2. Nomination & Remuneration Committee -

The Nomination & Remuneration Committee meetings were held on 12^th August, 2024, 04^th
September, 2024, 14^th November, 2024; and 27^th December, 2024.

3. Stakeholders and Relationship Committee-

The stakeholder's relationship committee meeting was held on 04^th September, 2024.

4. Risk Management Committee -

The risk management committee was dissolved on 12^th August, 2024. Thus, there is no meeting
held during the year under review.

18.CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

During the year under review, The Board of Directors of the Company in their Board Meeting
held on 12th August, 2024 has formed Corporate Social Responsibility Committee ('CSR
Committee⁷) 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 2024-25 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.

19. AUDITORS:

a. Statutory Auditors:

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, 2025.

b. Secretarial Auditors:

The Board in their meeting held on 29^th May, 2025 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 2024-25 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 the 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 Listing Regulations. Therefore, the provisions
pertaining to Regulation 24A (1) of the Listing Regulations are not applicable to the Company.

c. Cost Auditors:

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, the
Company has maintained cost accounts and records.

The Company, had undergone a Corporate Insolvency Resolution Process (CIRP), with the
Resolution Plan approved by the Hon'ble NCLT on 19th May, 2021. Post takeover, the cost
records and audit reports for the financial years 2017-18 to 2020-21 were not traceable,
resulting in non-compliances under Section 148 of the Companies Act, 2013 relating to cost
audit filings.

To address the matter, the Company filed an application before the Hon'ble NCLT, Mumbai
Bench, seeking waiver/relief in respect of such historical compliances. By its order dated 4th
March, 2025, the Hon'ble NCLT allowed the application and clarified that the reconstituted Board
shall not be burdened with obligations relating to cost audit for the period prior to approval of
the Resolution Plan, while the Company shall continue to ensure full compliance with cost audit
requirements for all subsequent years.

d. Internal Auditors:

Upon the recommendation of the Audit Committee, the Board in their meeting held on 29^th May,
2025 appointed JASN & Co, LLP Practicing Chartered Accountant Firm (Firm Registration Number
W100635) as Internal Auditor of the Company for conducting Internal Audit for the FY 2024-25
pursuant to the provisions of Section 138 of the Act.

20. FRAUDS REPORTED BY THE AUDITOR:

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

21. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:

A. Statutory Auditor's Qualification:

i. Auditor's Qualification:

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, 2025 because
complete details regarding inventories were not made available.

Management explanation:

The management is unable to quantify the impact as the qualifications and this being a Company
acquired under the CIRP process, the company is compiling inventory data and not able to
quantify effect of same as on balances sheet date.

ii. Auditor's Qualification:

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.

Management explanation:

In absence of response to the confirmations sent, The management is unable to quantify
the effects of same on financial statements.

iii. Auditor's Qualification

(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 7495.81 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 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 from December, 2022
to March, 2024.

Management explanation:

The Company submitted clarification for the same on 03^rd June, 2024; 18^th June, 2024 to
BSE and 03^rd June, 2024; 18^th June, 2024 and 19^th June, 2024 to NSE. Further, the Company
also submitted Wavier Application to BSE on 19^th June, 2024 and NSE on 14^th August, 2024.

ii. Auditor's Qualification:

Late filing of Related Party Transactions for the quarter 31^st March, 2024
Management explanation:

The Company submitted clarification for the same on 28^th June, 2024; 08^th July 2024 to
BSE and 08^th July 2024; 17^th July 2024 to NSE. Further, the Company also submitted
Wavier Application to BSE and NSE on 19th June, 2024.

iii. Auditor's Qualification:

Late submission of Impact of Auditors qualification as per Regulation 33 of SEBI Listing
Regulations 2015 (LODR) for the quarter ended 31^st March, 2024

Management explanation:

The Company submitted clarification for the same on 28^th June, 2024; 08^th July 2024 to
BSE and 08^th July 2024; 17^th July 2024 to NSE. Further, the Company also submitted
Wavier Application to BSE and NSE on 19^th June, 2024.

iv. 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 30^th June, 2024.

Management explanation:

The Company has submitted Wavier Application to BSE and NSE on 19^th June, 2024.

v. Auditor's Qualification:

Non-compliance with the requirements pertaining to the composition of the Board including
failure to appoint woman director

Management explanation:

The Company had submitted Wavier application on 23^rd September, 2024 to BSE and NSE
providing the required clarifications.

vi. Aud itor's Qua l ification:

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
30^th September, 2024.

Management explanation:

The Company has submitted Wavier Application to BSE and NSE on 19^th June, 2024.

vii. Aud itor's Qua l ification:

Non-compliance with the requirements pertaining to the composition of the Board including
failure to appoint woman director

Management explanation:

The Company has submitted Wavier Application to BSE and NSE on 23^rd September, 2024.

viii. Aud itor's Qua l ification:

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 30^th
September, 2024.

Management explanation:

The Company has submitted Wavier Application to BSE and NSE on 19^th June, 2024.

ix. Auditor's Qualification:

It is observed that the Listed Equity Capital reported in the XBRL Report there is a mismatch
in total no of shares held in shareholding pattern and reconciliation of share capital audit
report.

Management explanation:

The Company in its clarification letter dated 12^th August, 2024 submitted to BSE stated the
reasons for mismatch in total no of shares held in shareholding pattern and reconciliation of
share capital audit report.

x. Auditor's Qualification:

It is observed that the half of the Board of Director is not Independent for Quarter ended
June, 2024 and September, 2024

Management explanation:

The Company submitted clarification for the same on 14^th August, 2024; 18^th September
2024 for Quarter ended June, 2024 and 22^nd October, 2024 for Quarter ended September,
2024 stating the reasons for the same.

xi. Aud itor's Qua l ification:

It is observed that the Listed Equity Capital reported in the XBRL Report there is a mismatch
in total no of shares held in shareholding pattern and reconciliation of share capital audit
report.

Management explanation:

The Company submitted its response for the same on 19^th November, 2024 by uploading a
detailed reply letter and the XBRL for the reconciliation of share capital audit report.

xii. Aud itor's Qua l ification:

Regulation 31 of SEBI Listing Regulations 2015 (LODR)

Management explanation:

The Company has submitted the revised Shareholding pattern to the stock exchanges.

xiii. Auditor's Qualification:

It is observed that there is mismatch in the ISIN as per BSE records - INE078J01028 and ISIN
mentioned in the XBRL - IN8087J01035 for the Quarter ended December, 2025

Management explanation:

The Company submitted clarification for the same on 06/02/2025.

xiv. Auditor's Qualification:

It is observed that the shareholding was filed as per the RTA records, but exchange needs
has asked to upload the updated shares as per the CIRP order.

Management explanation:

Revised Shareholding pattern was submitted to the stock exchanges.

22. RISK MANAGEMENT:

The Board of Directors of the Company had 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.

23. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

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, 2025 and the said notes are self¬
explanatory in nature.

24. RELATED PARTY TRANSACTIONS:

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

25. ANNUAL RETURN:

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, 2025 is available on the website of the Company at
www.gbglobal.in and can be accessed at https://www.gbglobal.in.

26. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
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 2024-25 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.

27. SECRETARIAL STANDARDS:

During the FY 2024-25, 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.

28. PUBLIC DEPOSIT:

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 2024-25.

29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

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, 2025 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:

RELIEF GRANTED ON HISTORICAL COST AUDIT MATTERS:

The Company, had undergone a Corporate Insolvency Resolution Process (CIRP), with the
Resolution Plan approved by the Hon'ble NCLT on 19th May, 2021. Post takeover, the cost
records and audit reports for the financial years 2017-18 to 2020-21 were not traceable,
resulting in non-compliances under Section 148 of the Companies Act, 2013 relating to cost
audit filings.

To address the matter, the Company filed an application before the Hon'ble NCLT, Mumbai
Bench, seeking waiver/relief in respect of such historical compliances. By its order dated 4th
March, 2025, the Hon'ble NCLT allowed the application and clarified that the reconstituted Board
shall not be burdened with obligations relating to cost audit for the period prior to approval of
the Resolution Plan, while the Company shall continue to ensure full compliance with cost audit
requirements for all subsequent years.

MATERIAL CHANGE ARISING FROM THE PROPOSED SCHEME OF MERGER BY WAY
OF ABSORPTION:

During the year under review, the Board of Directors in their meeting held on 28^th February,
2025 approved the draft Scheme of Merger by way of Absorption of GB Global Limited
("Transferee Company") with Dev Land & Housing Private Limited ("Transferor Company"),
pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the
Companies Act, 2013 and the rules made thereunder, read with Regulation 37 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

In compliance with Regulation 37 of SEBI LODR, applications were submitted to BSE and NSE
on 7^th March, 2025 and 10^th March, 2025 respectively, seeking in-principle approvals. Post the
year under review, the stock exchanges raised queries from time to time to which the Company
submitted detailed replies.

Upon consideration of the submissions the Company received return letters from BSE and NSE
vide letters dated 16^th June, 2025 and 17^th June, 2025 respectively. Thereafter, the Board of
Directors, at its meetings held on 14^th August, 2025 approved certain minor amendments to the
draft Scheme.

Consequent upon the amendments to the Scheme, revised applications were filed with both BSE
and NSE on 23^rd August, 2025 for obtaining in-principle approvals to the revised Scheme in
accordance with Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

INDIAN BANK V/S CHARU DESAI & ORS. - LITIGATION UPDATE:

The Indian Bank, being one of the dissenting financial creditors of the Company, had filed an
appeal before the Hon'ble NCLAT against the order of the Hon'ble NCLT, Mumbai approving the
Resolution Plan. The Hon'ble NCLAT, vide its interim order dated 20th September, 2021, directed
the parties to maintain status quo on the implementation of the Approved Resolution Plan.
Thereafter, the Hon'ble NCLAT, vide its final order dated 6th May, 2022, dismissed the said
appeal and consequently the interim order of status quo stood cancelled.

Subsequently, Indian Bank preferred a Civil Appeal before the Hon'ble Supreme Court against
Charu Desai & Ors. (Resolution Professional of the Company), wherein the Hon'ble Supreme
Court vide its order dated 16th September, 2022 directed the parties to maintain status quo
until further hearing and adjudication of the Civil Appeal. Indian Bank thereafter filed another
application on 11th May, 2023 seeking further clarification/direction, which was heard and
dismissed by the Hon'ble Supreme Court vide order dated 9^th October, 2023. Accordingly, the
direction of status quo continued to remain in force, pending final disposal of the Civil Appeal.

The Hon'ble Supreme Court, vide its order dated 18^th August, 2025, allowed the withdrawal
application (IA No.74667/2025) and dismissed the Civil Appeal as withdrawn. Consequently, all
pending applications in relation to the matter also stood disposed of.

Accordingly, as on date, there are no pending appeals in relation to the Resolution Plan.

4- 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 Company has received No
Dues Certificate from all FC as mentioned in the Approved Resolution plan.

4- 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.

4- Minimum Public Shareholding ("MPS"):

The Company have made applications to the stock exchanges for the trading of 33,143 equity
shares and the in-principal approval of listing/ trading of 5,00,00,000 equity shares is yet to be
received from the stock exchanges. Hence, 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.

31. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FY OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT:

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, 2025 and the date of this Report expect as stated in the
said Report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:

During the year under review, the Company has received the Hon'ble Supreme Court, order
dated 18^th August, 2025, stating the withdrawal application (IA No.74667/2025) of Indian
Bank V/S Charu Desai & Ors dismissed the said Civil Appeal as withdrawn and stood disposed
of.

33. PROCEEDINGS UNDER CORPORATE INSOLVENCY RESOLUTION PROCESS
INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016:

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.

34. VALUATION:

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

35. INVESTOR EDUCATION AND PROTECTION FUND:

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.

36. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTOR:

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.

37. ENVIRONMENT:

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.

38. DEPOSITORY SYSTEMS:

The members of the Company are informed that the Company's shares are compulsorily tradable
in electronic form. As on 31^st March, 2025, 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 MUFG Intime India Private Limited (Formerly Link
Intime India Private Limited) as its Registrar and Share Transfer Agent.

39. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

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.

40. CHANGE IN THE CORPORATE OFFICE OF THE COMPANY:

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

41. PREVENTION OF INSIDER TRADING:

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.

42. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Our 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. The Internal Committee has been reconstituted to redress the
complaints received on the sexual harassment in the Board meeting held on 12^th August, 2024.

The composition of the Internal Complaints Committee ("ICC") is mentioned below:

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,
2024.

The details of complaints received and disposed off during the financial year 2024-25 are as
follows:

43. MATERNITY BENEFIT COMPLIANCE STATEMENT:

Pursuant to Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014 (as amended), the
Company confirms compliance with the provisions of the Maternity Benefit Act, 1961. All
eligible women employees are provided paid maternity leave, nursing breaks, and applicable
creche facilities. The Company ensures protection against termination during maternity leave
and updates relevant policies regularly. There were no complaints or violations reported during
the year under review.

44. OTHER DISCLOSURES:

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 notice dated 30^th September, 2024 from SEBI pertaining
to the financial years 2014-15 to 2017-2018 relating to submission of various
details/information in respect of investigation in the matter of GB Global Limited. In
response to the same, the Company submitted requisite documents over email to the
designated authority.

4. The Company had received a Summon from SEBI dated 25^th October, 2024 for production
of documents before the investigating authority. In response of the same the Company
had submitted a reply letter dated 30^th October, 2024 reiterating the relevance of the
facts and circumstances thereto via courier to the designated authority.

5. The Company had received a Summon from SEBI dated 02^nd December, 2024 for
production of documents before the investigating authority

6. The Company had received a Summon from SEBI dated 18^th December, 2024 for
production of documents before the investigating authority. In response of the same the
Company had submitted a reply letter dated 24^th December, 2024 reiterating the
relevance of the facts and circumstances thereto over email to the designated authority.

45. CAUTIONARY STATEMENT:

Statements in this Directors' Report and Management Discussion and Analysis describing the
Company's objectives, projections, estimates, expectations or predictions may be "forward¬
looking 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.

46. ACKNOWLEDGEMENT:

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.

Sd/- Sd/-

Vijay Thakkar Dev Thakkar

Managing Director Chairman

DIN: 00189355 DIN: 07698270

DATE: 04^th September, 2025
PLACE: Mumbai