To,

The Members,

Globus Power Generation Limited

The Board of Directors of your Company hereby presents the 40 Annual Report along with the audited standalone financial statements for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS*

The Company's financial performance for the financial year ended March 31, 2025 in comparison to the previous year is

as below:

(Rupees in Lacs)

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

During the financial year ended March 31, 2025, the Company reported a total income of Rs. 7,000/-, significantly lower than Rs. 4,13,000/- in the previous year, owing to a decline in operational revenues. The loss before exceptional items and tax stood at Rs. 48,40,000/- as against Rs. 56,50,000/- in the preceding year, indicating marginal improvement in the underlying cost structure.

An exceptional item of Rs. 402,53,000/- was recognised during the year, pertaining to reversal of provisions for doubtful advances, compared to Rs. 731,62,000/- in the previous financial year. As a result, the Company posted a profit before tax of Rs. 354,13,000/- for the year under review, as against Rs. 675,12,000/- in FY 2023 24. No tax expense was incurred during the year.

The Other Comprehensive Loss amounted to Rs. 70,06,000/- (Rs. 34,33,000/- in the previous year), resulting in a net profit of Rs. 284,07,000/- for FY 2024 25, compared to Rs. 640,79,000/- in the previous year. The financial outcome reflects prudent provisioning practices and ongoing efforts to stabilise the Company's financial position.

STATE OF AFFAIRS OF THE COMPANY

The Company is engaged in making strategic investments in the infrastructure sector, particularly in the power generation segment, with a focus on renewable energy assets such as wind and biomass-based power plants. During the year, the Company continued its efforts to identify, evaluate, and acquire clean energy projects that align with its long-term vision of building a diversi ed and sustainable power generation portfolio.

TRANSFER TO STATUTORY RESERVES

During the year under review, the Board does not propose to transfer any amount to general reserve.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year under review.

SHARE CAPITAL

As on March 31, 2025, the Authorised Share Capital of the Company stands at 102,00,00,000 (Rupees One Hundred Two Crores only), divided into 10,20,00,000 (Ten Crores Twenty Lakhs) equity shares of 10/- each.

The Paid-up Share Capital of the Company is 98,94,84,800 (Rupees Ninety-Eight Crores Ninety-Four Lakhs Eighty-Four Thousand Eight Hundred only), comprising 9,89,48,480 (Nine Crores Eighty-Nine Lakhs Forty-Eight Thousand Four Hundred Eighty) equity shares of 10/- each.

ACCOUNTS/FINANCIAL STATEMENTS

The Financial Statements of your Company for the financial year 2024-25 has been prepared in accordance with applicable provisions of the Companies Act, 2013 ("Act"), Accounting Standards IND AS and Various Regulations as prescribed by the Securities and Exchange Board of India (SEBI).

DIVIDEND

The Board has not recommended any dividend payment for the financial year 2024-25.

PUBLIC DEPOSIT

During the reporting period, the Company has not accepted any deposits within the meaning of the provisions of

Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES, ASSOCIATES, JOINT VENTURES

During the reporting period, the Company did not have a Subsidiary, Associate or Joint Venture Company. Therefore, the requirement to furnish consolidated financial statements and other disclosures under sub-section (3) of Section 129 of the Act read with Rule 5 of the Companies Account (Rules), 2014 is not applicable.

BOARD OF DIRECTORS

Your Company's Board is duly constituted and remains in compliance with the provisions of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

As on the date of this Report, the Company has 6 (Six) Directors in its Board with an optimum combination of Executive and Non-executive Directors, of these, 5 (Five) serve in a Non-Executive capacity, including 1 (One) Independent Director, 2 (Two) Independent Women Directors, and 2 (Two) Non-Executive Non-Independent Directors, thus af rming the Company's commitment to effective oversight and board independence.

There was no change in the composition of the Board during the financial year 2024 25. The composition of the Board as on March 31, 2025, is as under:

CHANGES IN THE BOARD AFTER CLOSURE OF FINANCIAL YEAR

While the Board remained unchanged during 2024 25, the following changes are proposed to be effective from the ensuing Annual General Meeting ("AGM"):

1. Cessation/Resignation of Director

In accordance with the provisions of Section 149(11) of the Companies Act, 2013 read with Regulation 25(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no Independent Director shall hold office for more than two consecutive terms.

Mrs. Nishi Arora Sabharwal, Non-Executive Independent Woman Director of the Company, was re-appointed

for her second term of 4 (Four) years at the 36 Annual General Meeting of the Company, to hold office up to the

conclusion of the 40 Annual General Meeting.

Accordingly, her second consecutive term as an Independent woman Director of the Company shall conclude at

the ensuing 40 Annual General Meeting scheduled to be held in the year 2025, and she shall cease to hold office as an Independent Woman Director of the Company with effect from the conclusion of that meeting in compliance with the aforesaid statutory provisions.

2. Re-appointment of Director Liable to Retire by Rotation

In accordance with Section 152(6) of Act read with Articles of Association of the Company, the period of office of at least two third of total Directors of the Company shall be liable to retire by rotation, out of which at least one third Directors shall retire at every Annual General Meeting. Hence, this year, Mr. Suneel Vohra (DIN: 00222705), retires from the Board by rotation and being eligible, offers themself for reappointment. A resolution seeking Shareholders' approval for his re-appointment along with other required details forms part of the Notice

of 40 Annual General Meeting.

3. Re-appointment of Mr. Thamattoor Prabhakaran Nair (DIN: 03608795) as Non-Executive Independent Director for a Second Term of Five (5) Consecutive Years

In accordance with provisions of Sections 149 150, 152 read with Schedule IV and any other applicable provisions, if any, of the Act read with rules made thereunder and Listing regulations, Mr. Thamattoor

Prabhakaran Nair (DIN: 03608795) was appointed as Independent Director of the Company at its 35 Annual General Meeting (AGM) for a period of 5 (Five) consecutive years. Accordingly, the tenure of Mr. Nair Thamattoor Prabhakaran is due to expire in the ensuing Annual General Meeting of the Company scheduled to be held in the year 2025.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has, at its meeting held on August 11, 2025, approved the re-appointment of Mr. Nair as a Non-Executive Independent Director for a second term of (5) ve consecutive years, commencing from the conclusion of the AGM scheduled

to be held on September 26, 2025, up to the conclusion of the 45 Annual General Meeting of the Company, subject to approval of the shareholders by way of a Special Resolution.

In terms of Section 149(10) of the Act read with Regulation 17(1C) and 25(2A) of the Listing Regulations, the reappointment of Mr. Nair as an Independent Director requires approval of the members by way of Special Resolution.

Accordingly, the Board of Directors recommends the re-appointment of Mr. Nair as a Non-Executive Independent Director, not liable to retire by rotation, for a second term of 5 (Five) consecutive years commencing from the conclusion of the Annual General Meeting scheduled to be held on September 26, 2025 till the conclusion of the

45 Annual General Meeting of the Company, for approval of the members by way of Special Resolution at the

Notice of 40 Annual General Meeting.

5. Re-appointment of Mrs. Chhavi Prabhakar (DIN: 07553853) as Non-Executive Independent Director for a Second Term of Five (5) Consecutive Years

In accordance with provisions of Sections 149 150, 152 read with Schedule IV and any other applicable provisions, if any, of the Act read with rules made thereunder and Listing regulations, Mrs. Chhavi Prabhakar (DIN:

07553853) was appointed as Independent Director of the Company at its 35 Annual General Meeting (AGM) for a period of 5 (Five) consecutive years. Accordingly, the tenure of Mrs. Chhavi Prabhakar is due to expire in the ensuing Annual General Meeting of the Company scheduled to be held in the year 2025.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has, at its meeting held on August 11, 2025, approved the re-appointment of Mrs. Chhavi Prabhakar as a Non-Executive Independent Director for a second term of (5) ve consecutive years, commencing from the conclusion of the

AGM scheduled to be held on September 26, 2025, up to the conclusion of the 45 Annual General Meeting of the Company, subject to approval of the shareholders by way of a Special Resolution.

In terms of Section 149(10) of the Act read with Regulation 17(1C) and 25(2A) of the Listing Regulations, the reappointment of Mrs. Chhavi Prabhakar as an Independent Director requires approval of the members by way of Special Resolution.

Accordingly, the Board of Directors recommends the re-appointment of Mrs. Chhavi Prabhakar as a Non-Executive Independent Director, not liable to retire by rotation, for a second term of (5) Five consecutive years commencing from the conclusion of the Annual General Meeting scheduled to be held on September 26, 2025 till

the conclusion of the 45 Annual General Meeting of the Company, for approval of the members by way of Special

Resolution at the Notice of 40 Annual General Meeting.

6. Appointment of Mr. Sunil Rai as an Independent Director for a period of ve (5) Years

In accordance with the provisions of Sections 149, 150 & 152 read with Schedule IV of the Act and other applicable provisions of the Listing Regulations and upon recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on August 11, 2025, has appointed Mr. Sunil Rai (DIN: 01568405) as an additional Non-executive Independent Director, not liable to retire by rotation, with effect from August 11, 2025 for a term of ve (5) consecutive years, subject to approval of shareholders.

In terms of Section 149 of the Act read with Regulation 17(1C) and 25(2A) of the Listing Regulations, the appointment of Mr. Sunil Rai as an Independent Director requires approval of the members by way of Special Resolution.

Accordingly, the Board of Directors recommends the appointment of Mr. Sunil Rai as a Non-Executive Independent Director for a term of ve (5) consecutive years, not liable to retire by rotation, for approval of the

members by way of Special Resolution at the Notice of 40 Annual General Meeting.

The disclosures of Directors being recommended for appointment/re-appointment as required pursuant to Regulation

36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 are

contained in the Notice of 40 Annual General Meeting of the Company. Appropriate resolutions seeking shareholders'

approval for the appointment/re-appointment of Directors are included in the Notice of 40 Annual General Meeting which forms part of this Annual Report. During the year under review, no Non-executive Directors of the Company had pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

All the Directors of the Company have con rmed that they are not disqualified from staying on the Board of Directors

in terms of Section 164(2) of the Act and they have also submitted a Declaration to that effect.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of the Listing Regulations, a Certificate from Mrs. Soniya Gupta, Practicing Company Secretary to effect that none of the Company's Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as an "Annexure-6" to the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Act read with the relevant rules prescribed thereunder and in compliance with Regulation 6 & 26 of the Listing Regulations, the following of cers comprised the Key Managerial Personnel ("KMP") of the Company as at March 31, 2025:

1. Mr. Abhay Khanna, Whole-time Director 2. Mr. Alok Gupta, Chief Financial Of cer

During the year under review, Ms. Kamini, Company Secretary and Compliance Of cer of the Company, resigned

from her position with effect from the close of business hours on January 3, 2025.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company duly convened 4 (four) meetings, in compliance with the applicable provisions of the Act and Listing Regulations. Complete particulars in respect of the dates of the meetings, the composition of the Board and its Committees, as well as the attendance of the Directors at such meetings, are detailed in the Corporate Governance Report forming an integral part of this Annual Report.

The interval between any two consecutive Board meetings did not exceed the maximum time gap prescribed under

Section 173 of the Act and Regulation 17(2) of the Listing Regulations.

COMMITTEES OF THE BOARD

As at March 31, 2025, the Board of Directors of the Company was duly constituted with all mandatory statutory committees, namely the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee, in compliance with the applicable provisions of the Act and the Listing Regulations. In addition to these statutory committees, the Board has, from time to time, constituted such other Committees as deemed necessary for the efficient management and effective oversight of specific matters falling within the purview of the Board.

Comprehensive details of the constitution, composition, terms of reference, and attendance of members at the meetings of the aforementioned Committees, as well as details of any other Committees constituted by the Board during the financial year under review, are set out in the Corporate Governance Report forming an integral part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Act read with rules made thereunder, Mrs. Nishi Sabharwal (DIN: 06963293), Mrs. Chhavi Prabhakar (DIN : 07553853) and Mr. Thamattoor Prabhakaran Nair (DIN: 03608795) are acting as Independent Directors in the Board of the Company.

Pursuant to the provisions of Section 149 of the Act, all Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) read with Regulation 25(8) of Listing Regulations. The Board of Directors took note of the above mentioned declarations at its meeting convened on May 27, 2025.

Independent Directors get themselves registered in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar ("IICA") from time to time and undertake, if required, online pro ciency self assessment test conducted by the IICA.

Further, they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act, which forms part of the Company's Code of Conduct for Directors and Senior Personnel.

INDEPENDENT DIRECTORS' MEETING

In compliance with the requirements of Regulation 25(3) of Listing Regulations and Section 149 read with Schedule IV of the Act, a Meeting of the Independent Directors was convened on February 06, 2025 without the participation of the Executive Directors or Management Personnel.

The Independent Director carried out the performance evaluation of Non-Independent Directors and the Board of Directors as a whole, the performance of the Chairman of the Company, the quality, contents and timeliness of the flow of information between the Management and Board, based on the performance evaluation framework of the Company.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

In pursuance of Section 134 (3) (p) of the Act read with rules made thereunder, and the Listing Regulations, the Board of Directors conducted an annual performance evaluation covering the Board as a whole, its various Committees, as well as individual Directors.

The evaluation process, overseen by the Nomination and Remuneration Committee, involved the deployment of comprehensive questionnaires addressing multiple criteria, including but not limited to the adequacy and diversity of the Board and Committee composition, effectiveness of the Board's functioning and quality and timeliness of information provided, participation in meetings, and decision-making capabilities.

Performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director under evaluation, in accordance with Section 149 of the Act and Listing Regulations. A separate meeting of the Independent Directors was also convened, without the presence of Non-Independent Directors or members of management, to review the performance of the Non-Independent Directors, the Board as a whole, as well as that of the Whole-time Director. Further, the Independent Directors also assessed the quality, quantity, and timeliness of information flow between the Company's management and the Board.

All Directors expressed their satisfaction with the integrity, transparency, and rigour of the evaluation process and con rmed that the Board's functioning and its Committees remain effective, fully compliant with all relevant statutory and regulatory provisions, and aligned with sound corporate governance practices.

FAMILIARISATION PROGRAMME MODULE

In compliance with Regulation 25(7) of Listing Regulations, the Company undertakes a comprehensive Familiarization Program to acquaint its Independent Directors with the Company's business and governance framework.

This program includes providing the Independent Directors with an overview of the Company's background, its roles, rights and responsibilities as directors, the nature of the industry in which the Company operates, and the operational landscape of the Company. Further, Independent Directors are apprised of the Company's significant policies, including the Code of Conduct for Board Members and Senior Management Personnel, among others.

The Board of Directors has formally adopted the Familiarization Program Module for Independent Directors to ensure the timely and effective dissemination of relevant information and to enhance their understanding of the business context, regulatory environment, and governance practices.

In accordance with Regulation 46(2)(i) of the Listing Regulations, the particulars of the familiarization program for Independent Directors may be accessed on the Company's Website http://www.gpgl.in/assets/familization-module.pdf.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company is committed to the highest standards of ethical, moral and legal business conduct. Pursuant to Section 177(9) & (10) of the Act read with rules made thereunder and Regulation 22 of Listing Regulations, the Board of Directors has formulated Vigil Mechanism/ Whistle Blower Policy, which provides a robust framework for dealing with genuine concerns & grievances of Employees, Directors and Senior Executives. The mechanism also provides for adequate safeguards against the victimization of whistleblowers and also provides for direct access to the whistle blower to the Chairman of the Audit Committee. During the financial year 2024-25, no complaints were received.

The Vigil Mechanism Policy may be accessed on the Company's website at the link http://www.gpgl.in/assets/vigil

RISK MANAGEMENT POLICY

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company has a Risk Management Policy to mitigate the risks. The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

There are no risks that in the opinion of the Board threaten the existence of your Company. However, some of the risks

that may pose challenges are set out in the Management Discussion and Analysis which formspart of this Report.

The Risk Management Policy may be accessed on the Company's website at the link http://www.gpgl.in/assets/risk-

DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN IN THE WORKPLACE

In terms of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act and Rules, 2013, the Company has constituted an Internal Complaints Committee to consider and resolve all sexual harassment complaints at the workplace of any women employee. The Company has adopted a policy on sexual harassment of women that was approved by the Board to ensure a free and fair inquiry process on complaints received from the women employees about Sexual Harassment, also ensuring complete confidentiality of information.

Details regarding the constitution and functioning of the Internal Complaints Committee are included in the policy document, have been uploaded on the website of the Company under the link http://www.gpgl.in/assets/sexual-harresment-policy.pdf.

Details of complaints for FY 2024-25 are as follows:

MATERIAL CHANGES AFFECTING THE BUSINESS OPERATIONS AND FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments affecting the financial position or business operations of the Company that have occurred between the end of the financial year to which these financial statements relate and the date of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In accordance with the Section 186 of Act read with rules made thereunder, shareholders' approval by way of Special Resolution was obtained at the Annual General Meeting convened on September 27, 2022, for loans given, investments made, guarantees provided, or securities provided by the Company up to an aggregate amount not exceeding Rs. 5,000 crores (together with the existing loans & advances or security or guarantee has already been taken)

Particulars of the loans given, guarantees provided, and investments made under Section 186 of the Act forms the part

of the Notes to the financial statements provided in this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provision of section 134(3)(c) of the Act, your Directors con rm that:

i) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting

standards and Schedule III of the Act, have been followed and there are no material departures from the same;

ii) The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year 2024-2025 and of the pro t/ loss of the Company for the year ended as on that date;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the Annual Accounts on a going concern basis.

v) The Directors had laid down internal financial controls to be followed by the Company and that such internal

financial controls are adequate and were operating effectively.

vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

STATUTORY AUDITORS

As per the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014, M/s D R &

Associates, Chartered Accountants (FRN: 018213N), was appointed as the Statutory Auditor of the Company at the 38

Annual General Meeting of the Company convened on September 28, 2023 to hold the office for a term of 5 (Five)

consecutive years commencing from the conclusion of 38 Annual General Meeting till the conclusion of 43 Annual

General Meeting to be convened in the financial year 2028-29.

The Auditors' Report for the financial year 2024-25 does not contain any quali cation(s), reservation(s) or adverse remark(s) or disclaimer(s). The observations of Statutory Auditor in its reports on standalone nancials are self-explanatory and therefore, do not call for any further comments.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board of Directors

under Section 143(12) of the Act during the year under review.

The Auditors' Report is enclosed with the financial statements for the financial year 2024-25 forms the part of this

Annual Report.

SECRETARIAL AUDITOR

The Company had appointed M/s Soniya Gupta & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year ended March 31, 2025, as prescribed under Section 204 of the Act and Rules made thereunder.

The Secretarial Audit Report in the prescribed Form MR-3 for FY 2024-25 furnished by M/s Soniya Gupta & Associates is annexed to this Report as "Annexure-1". There are no quali cations, disclaimers, reservations or adverse remarks made in the Secretarial Audit Report.

Further pursuant to recent amendment in Regulation 24A of Listing Regulations and Section 179 & 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the recommendation of the Audit Committee, the Board at their meeting held on May 27, 2025 approved appointment of M/s Soniya Gupta & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for a period of (5) ve years and has recommended the same to members for their approval. Accordingly, a resolution seeking shareholders' approval for their re-appointment forms part of the Notice of AGM.

In compliance with Regulation 24A of Listing Regulations, the Company has obtained the Secretarial Compliance Certificate from M/s Soniya Gupta & Associates, Practicing Company Secretaries and reported the same to the BSE Limited, Stock Exchange on May 29, 2025.

INTERNAL AUDITOR

In terms of Section 179 &138 of the Act read with rules made thereunder, M/s K Y N J and Co, Chartered accountant (FRN: 031505N), is appointed as Internal Auditor of the Company to conduct the internal audit of the functions and activities of the Company for the financial year 2025-26 by the Board at its meeting convened on May 27, 2025.

COST RECORDS

Your Company is not required to maintain cost records as prescribed under the Act.

EXTRACT OF ANNUAL RETURN

In terms of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2025 is available on the Company's website and can be accessed at http://www.gpgl.in/investors-relations.html

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company has not entered into any contract or arrangement with a related party as specified under Section 188 of the Act. Further, there were no materially significant related party transaction having potential conflict with the interest of the Company. Therefore, disclosure in Form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company under the

link http://www.gpgl.in/assets/rpt-policy.pdf.

Conservation of Energy

Presently, there being no operations involving energy consumption, thus the provisions with respect to conservation of

energy does not apply.

Research & Development

There was no research and development activity carried out during the financial year.

Technology Absorption, Adaptation and Innovation

No technology was absorbed, adapted or innovated during the financial year.

Foreign Exchange-Earning /Outgo

There were no transaction made by the Company involving Foreign Exchange earning and/or outgo

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the remuneration of employees, forms part of this Report and is annexed hereto as "Annexure-2"

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION, INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

Pursuant to the provisions of Section 178(3) of the Act and the applicable rules made there under and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a comprehensive Nomination and Remuneration Policy that governs the appointment and remuneration of Directors, Key Managerial Personnel (KMPs), and other employees of the Company.

The said policy, along with other matters as stipulated under Section 178(3) of the Act is disclosed in the Corporate

Governance Report forming part of this Annual Report and is also available on the Company's website at www.gpgl.in.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fulfill any of the thresholds specified under Section 135(1) during the financial year under review. Accordingly, the provisions relating to the constitution of a CSR Committee, formulation and implementation of a CSR Policy, and disclosures under Section 134(3)(o) are not applicable to the Company for the said financial year.

COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

In accordance with the provisions of the Maternity Benefit Act, 1961, and the rules framed thereunder, the Company af rms that it has duly complied with all statutory obligations during the financial year under review. The Company has ensured the grant of maternity leave, payment of maternity benefits, provision of nursing breaks, and all other rights and protections prescribed under the Act to eligible women employees. The Company further con rms adherence to all reporting, display, and record-keeping requirements as mandated by the relevant authorities. There have been no reported instances of non-compliance with the provisions of the Maternity Benefit Act, 1961, during the period under review.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 4 Female Employees: 1

Transgender Employees: NIL

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

INDUSTRIAL RELATIONS

The Company remains regularly in touch with each employee with regard to solving their grievance and maintains high

quality standards for them. The Industrial relations of your Company are normal.

CORPORATE GOVERNANCE

The Company remains steadfastly committed to upholding the highest standards of Corporate Governance and strictly

complies with the requirements prescribed under Regulation 27 of the Listing Regulations.

A detailed Report on Corporate Governance is annexed to this Report as "Annexure-3".

A Certificate duly certified by M/s Soniya Gupta and Associates, Practicing Company Secretaries, confirming compliance with the applicable corporate governance norms as mandated under the Listing Regulations, is annexed to this Annual Report as "Annexure-8".

INTERNAL FINANCIAL CONTROLS

The Company has established and continually aligns its internal financial control framework in accordance with the provisions of the Companies Act, 2013. These controls are designed to provide reasonable assurance regarding the accuracy and reliability of financial and operational information, compliance with applicable laws and regulations, safeguarding of company assets against unauthorized use or loss, proper authorization and approval of transactions and adherence to the Company's policies and procedures.

As of March 31, 2025, the management conducted a comprehensive evaluation of the effectiveness of the Company's internal control over financial reporting, as defined under Regulation 17 of the Listing Regulations. This assessment encompassed both internal self-assessments and independent external audits.

The Company's Independent Internal Auditors perform systematic audits of the internal control systems. In addition, the Secretarial Auditors and Statutory Auditors contribute to ensuring robust internal controls through their respective audit processes. The Audit Committee rigorously reviews all audit reports submitted by the Internal Auditors and monitors the implementation of audit recommendations. It also engages with the Statutory Auditors to obtain their insights on the adequacy and effectiveness of the internal control framework and regularly updates the Board of Directors on significant observations and corrective measures undertaken.

OPERATIONS AND BUSINESS PERFORMANCE

Pursuant to the provisions of Regulation 34(2) (e) of the Listing Regulations, the Management Discussion and Analysis Report ("MDAR") forms part of the Annual Report and is annexed herewith as "Annexure-4". The MDAR provides a comprehensive overview of the industry structure, developments, opportunities & threats, segment-wise or product-wise performance, outlook, risks and concerns, internal control systems, and discussions on financial performance with respect to operational performance.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal

which shall impact the going concern status and Company`s operations in the future.

OTHER DISCLOSURES

a) During the reporting period, the Company did not le any application under the Insolvency and Bankruptcy Code,

2016. Consequently, there are no proceedings pending in this regard.

b) The disclosure regarding the difference between the amount of valuation done at the time of one-time settlement and the valuation done while availing loans from banks or financial institutions is not applicable to the Company, as no such transactions were undertaken during the period under review.

ACKNOWLEDGEMENT

The Board of Directors extends its profound gratitude for the steadfast support and cooperation extended by financial institutions, banks, government authorities, customers, vendors, and shareholders throughout the year. The Board also places on record its deep appreciation for the dedication and commitment demonstrated by the Company's executives, staff, and workers, whose efforts have contributed significantly to the Company's performance and progress.