Your Directors are pleased to present herewith the 45^th Annual Report of the Company and the Audited Financial Statements for the financial year ended March 31, 2025. The PDF version of the Report is also available on the Company's website https://gptinfra.in/financials/#Annual Reports

1. FINANCIAL SUMMARY

The Company's financial performance (standalone and consolidated) for the year ended March 31,2025 is summarised below:

2. PERFORMANCE FOR THE FINANCIAL YEAR 2024-25

During the financial year ended March 31, 2025 the financial

performance of the Company are as under:

Standalone

> Revenue from operations for the year was H1,15,926.49 lakh in comparison to previous year Revenue from operations of H99,614.68 lakh, representing a growth of 16.37%.

> EBITDA for the year was H15,646.33 lakh in comparison to previous year EBITDA of H12,792.00 lakh, registering a growth of 22.31%

> PAT for the year was H8,852.16 lakh in comparison to previous year PAT of H6,074.27 lakh, registering a significant growth of 45.73%, on account of operating leverage and reduction in finance costs.

Consolidated

> Revenue for the year was H1,19,429.76 lakh in comparison to previous year revenue of H1,02,488.30 lakh, registering a growth of 16.53%

> EBITDA for the year was H14,174.99 lakh in comparison to previous year EBITDA of H12,764.49 lakh, registering a growth of 11.05%

> Net profit attributable to the owners of the Company for the year was H8,006.83 lakh in comparison to the previous year figure of H5,784.39 lakh, registering a growth of 38.42% on account of significant reduction in finance costs and increased operations.

In terms of all the financial parameters i.e., Revenue, EBITDA and Profit After Tax, the year under review was the highest ever in the history of the Company. The year also marked

a significant reduction in the outstanding debt of the Company, which led to a strong and resilient Balance Sheet.

3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT

Other than stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

4. STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

The Company's business of civil construction and infrastructure development along with manufacture of concrete sleepers is growing smoothly in the infrastructure industry. The Company's contracts from Railway authorities will ensure moderate utilization of its resources in the coming years. Further, subsidiaries and associates of your company is performing well with procurement of new orders from their respective customers. The Company's facility at Ghana is approved for commercial production. The company's detailed state of Company's affair and future outlook is also discussed in the Management Discussion & Analysis Report forming part of this Annual Report.

5. SHARE CAPITAL

During the year under review, following changes were made in the Share Capital Structure of the Company:

a. INCREASE IN THE AUTHORIZED SHARE CAPITAL

During the year under review, Authorised Share Capital of the Company was increased from H6,000 lakh (Rupees Sixty crore only) divided into 6,00,00,000 equity shares of face value of H10 each to H13,000 lakh (Rupees One hundred and thirty crore only) divided into 13,00,00,000 equity shares of face value of H10 each.

b. BONUS ISSUE

During the year under review, the Company allotted bonus shares in the ratio of 1:1 i.e., 1 (One) Bonus share for every 1 (One) equity share held of face value H10 each fully paid up to those shareholders whose name appeared on the registers of members as on the record date. The Company allotted 5,81,72,000 equity shares as Bonus Shares in the proportion of 1:1 on July 5, 2024 which were subsequently admitted for listing in Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) w.e.f. July 15, 2024.

c. QUALIFIED INSTITUTIONS PLACEMENT (QIP)

During the year under review, the Company approved for raising of funds for an amount upto H175 Crore through issue of equity shares and/or equity linked securities by way of Qualified Institutions Placement ("QIP”) in one or more tranches.

The QIP of H175 Crore was successfully completed on August 29, 2024 by placement of 1,00,20,600 shares to eligible shareholders viz. Pinebridge, Bandhan Mutual Fund, Kotak Mahindra Life Insurance and others at a net price of H174.64.

The Directors wish to express their thanks to the bankers, Joint Statutory Auditors of the Company, MUFG India Intime Private Limited (Formerly Link Intime India Private Limited) the Registrar, Motilal Oswal Investment Advisors Limited, Book Running Lead Manager (BRLM), legal counsels, Crawford Bayleys & Co to Indian Law and Hogan Lovells Lee & Lee to the BRLM for the said issue including intermediaries and the regulatory authorities viz. SEBI, ROC, Stock Exchanges (NSE and BSE), GOI, RBI for their expeditious approval resulting in the smooth completion of the said QIP. The Directors further express its sincere gratitude to the investors who reposed their faith in the business of the Company.

As on March 31, 2025 the Authorised Share Capital of the Company was H1,30,00,00,000 divided into 13,00,00,000 Equity Shares of face value H10 each and the Paid-up Capital was H1,26,36,46,000 divided into 12,63,64,600 Equity Shares of face value H10 each.

The aggregate dividend for the year 2024-25 is H3 per share i.e. 30% and total payout will be H3,790.938 lakh.

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

7. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves during the financial year ended March 31,2025.

8. DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

9. CHANGE IN THE NATURE OF THE BUSINESS:

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

10. SEGMENT PERFORMANCE

a. INFRASTRUCTURE BUSINESS

During the financial year 2024-25, this segment recorded standalone as well as consolidated revenue of H1,09,533.89 lakh in comparison to H92,037.56 lakh for the previous year.

During the year under review, the Company received its major contracts from railway authorities, the Company bagged a contract amounting to H547 Crore for construction of Six Lane Elevated Kona Expressway in the State of West Bengal on EPC mode from Rail Vikas Nigam Limited. The company successfully secured two contracts amounting to H204 Crore and H481 Crore respectively for the construction of major bridges from South Eastern Railway, Kolkata. Thus, contracts from Railway authorities of West Bengal ensured the Company maintains its strong position of fastest growing Company In the field of infrastructure.

b. CONCRETE SLEEPER BUSINESS

During the financial year 2024-25, this segment recorded total revenue of H6,519.70 lakh and H15,026.15 lakh in comparison to H7,588.37 lakh and H14,425.03 lakh in the previous year for standalone and consolidated respectively.

The manufacturing facilities at Panagarh continue to perform well and have sufficient orders for the next fiscal year as well from the Railways. In addition, the Company's subsidiaries and associates have procured new orders from the respective customers in South Africa and Namibia during the year under review, which will ensure the factories continue to have moderate utilization levels for the coming year. The facility at Ghana is approved for commercial production and is awaiting final clearances from the local Railways to start commercial production.

The unexecuted order book for the Company as on April 01, 2025 was H3,343.69 crore with new orders inflows of H1,574 crore for both the segments combined.

11. CREDIT RATING

During the year, the long term and short term credit facilities were upgraded by CRISIL Ratings Limited to CRISIL A/Stable from CRISIL A-/Stable for long term instruments and CRISIL A1 from CRISIL A2 for short term instruments, thus evidencing the strong balance sheet and cash flow of the Company. This was the second rating upgrade for the Company during the calendar year 2025.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

GPT - TransNamib Concrete Sleepers (Pty) Limited, Namibia continues to be an Associate Company. Apart from that, no other Company's subsidiaries or associate companies have become or ceased to be Company's subsidiaries, or associate companies.

A statement providing salient features of the financial statements of subsidiaries and an associate company in the prescribed format AOC-1 is attached as Annexure-1 hereto and forms part of this Report. The Company has a policy for determining material subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations, as amended from time to time. The policy may be accessed on the Company's website at the link: https://gptinfra. in/share-holder-information/#corporate policies.

13. CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129(3) of the Companies Act, 2013 ("Act”), the consolidated financial statements of the Company and its subsidiaries, associate and joint ventures have been prepared in accordance with the Indian Accounting Standard and as per Companies (Indian Accounting Standards) Rules, 2015, notified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 which forms part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement providing details of performance and salient features of the financial statements of the Company's subsidiaries and associate in Form AOC-1 is annexed with the Board Report.

The Annual Report of the Company, containing therein its standalone and the consolidated financial statements are available on the website of the Company, https://gptinfra.in/ financials/#Annual Report. Further, the financial statements along with audit reports of the subsidiaries are available for inspection online by the Members at the Registered Office of the Company during working days between 11:00 A.M. and 1:00 P.M. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Company's registered office.

14. DIRECTOR’S RESPONSIBILITY STATEMENT

a) Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and belief, states that in the preparation of the annual accounts for the year ended March 31, 2025, Indian Accounting Standards read with requirements set out

under Schedule III to the Act, had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date

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

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

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

15. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In terms of Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate issued by one of the statutory auditor of the Company, confirming compliance with the requirements of Corporate Governance, forms a part of the Annual Report. In order to evidence highest corporate governance standards, the Audit Committee and Nomination and Remuneration Committee consists entirely of independent directors.

16. MANAGEMENT DISCUSSION AND ANALYSIS

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

17. BUSINESS RISK MANAGEMENT

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

18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at https://gptinfra.in/share-holder-information/#corporate policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and at Arm's Length basis. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value, and terms and conditions of the transactions and also filed with the Stock Exchanges bi-annually.

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

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

The Company has made full disclosure of transactions with the related parties as set out in relevant Note of Standalone Financial Statement, forming part of the Annual Report. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee of the Board has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy can be accessed on the Company's website at the link: https://gptinfra.in/share-holder-information/#corporate policies.

In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the financial year 2024-25, the Company has spent above two percent of the average net profits of the Company during the three immediately preceding financial years.

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure-2 hereto and forms part of this Report.

Details of composition of CSR Committee and other relevant details have been provided in the Corporate Governance Report, which forms part of this Annual Report.

20. INTERNAL CONTROLS/ INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company's internal controls commensurate with the nature of its business and the size of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, executing transactions with proper authorization and ensuring compliance with corporate policies.

The Company has in all material respects, adequate internal financial controls with reference to financial statements and same was operating effectively as at March 31, 2025. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. Internal Audit is carried out in accordance with auditing standards to review design and effectiveness of internal control system & procedures to manage risks, operation of monitoring control, compliance with relevant policies & procedure recommendation for inprovement in processes and procedure along with the Report is placed in the Audit Committee.

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

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

The Statutory Auditors have also commented on their independent testing of the software used by the Company for its operations including audit trail, access control, change management, backup and cyber security and found the same to be satisfactory. The Statutory Auditors have issued an unmodified opinion on the internal controls of the Company for the quarter and year ended March 31, 2025.

21. CEO & CFO CERTIFICATION

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

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Dwarika Prasad Tantia,

Chairman, Non Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment. The Board recommends his re-appointment.

(ii) As on March 31, 2025, Mr. Shree Gopal Tantia, Managing Director; Mr. Atul Tantia, Executive Director & CFO; Mr. Vaibhav Tantia, Director & COO; Mr. Amrit Jyoti Tantia, Director (Projects) and Mrs. Sonam Lakhotia, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force).

(iii) Change in Directorate:

Appointment:

The Board of Directors in their meeting held on May 17, 2024 have approved the appointment of following Directors based on the recommendation of the Nomination & Remuneration Committee which was further approved by the shareholders of the Company:

a. Mr. Amrit Jyoti Tantia as Whole-Time Director designated as Director (Projects) of the Company.

b. Mrs. Rashmi Bihani as Director (Non -Executive Woman Independent Director).

c. Mr. Aditya Kumar Mittal as Director (Non -Executive Independent Director).

d. Mr. Arun Kumar Dokania as Director (Non -Executive Independent Director).

Further on the recommendation of the Nomination & Remuneration Committee, Board of Directors of the Company in their meeting held on May 16, 2025 have approved the appointment of Mr. Hari Modi as an Additional Director (Non-Executive Independent Director) and recommended to the shareholders for regularizing his appointment from Additional Independent Director to Independent Director at the ensuing 45^th Annual General Meeting of the Company.

Cessation:

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

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

During the year under review, Mrs. Sonam Lakhotia (Membership number A41358) was appointed as a Company Secretary & Compliance Officer of the Company w.e.f. January 15, 2025 in place of Mr. Mohit Arora who resigned from his office w.e.f. October 16, 2024.

23. DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

24. COMPLAINCE WITH SECRETARIAL STANDARDS

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 (ICSI) and during the year under review, your Company has complied with all the applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 issued by ICSI (as amended).

25. NUMBER OF MEETINGS OF THE BOARD

During the year 6 (Six) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of the Annual Report.

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors are fully kept informed of the Company's business activities in all areas. A separate meeting of Independent Directors was held on February 4, 2025 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole and the performance of the Chairman of the Company, after considering the views of Executive Directors and NonExecutive Directors. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Independent Directors expressed their satisfaction on the working of the Company, Board deliberation and contribution of the Chairman and other Directors in the growth of the Company. All the Independent Directors were present at the meeting. Mr. Kashi Prasad Khandelwal is the Lead Independent Director of the Company

27. COMMITTEES OF BOARD OF DIRECTORS

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted various Board Committees to assist in discharging its responsibilities. The Board has adopted charters setting forth the roles and responsibilities of each of the Committees. The Board has constituted following Committees to deal with matters and monitor activities falling within the respective terms of reference:

a. MANDATORY COMMITTEES

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder's Relationship Committee

iv. Corporate Social Responsibility Committee

b. NON-MANDATORY COMMITTEES

i. Executive Committee

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

28. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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

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

Ongoing familiarization program aims to provide insights into the Company and the business environment to enable all the Independent Directors to be updated of newer challenges, risks and opportunities relevant in the Company's context and to lend perspective to the strategic direction of the Company. The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up

on the website of the Company and can be accessed at the link: http://www.gptinfra.in/investors/corporate_policies.php.

29. NOMINATION AND REMUNERATION POLICY

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

Proviso to Section 178 (4) of the Companies Act, 2013 requires the Company to place its Remuneration policy on its website and disclose the salient features of such policy and changes therein, if any, along with the web address of the policy in the Board's Report. Accordingly, the Remuneration Policy of the Company has been made available on the Company's website at http:// www.gptinfra.in/investors/corporate_policies.php.

The Remuneration Policy of the Company is attached as Annexure-3 hereto and forms part of this Report.

30. PARTICULARS OF MANAGERIAL REMUNERATION

The statement required under Section 197 (12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-4, hereto and forms part of this Report. Your Director's state that none of the Executive Directors of the Company receives any remuneration or commission from any of its Subsidiaries.

31. PARTICULARS OF EMPLOYEES

The Statement in respect of employees, as required under Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

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

32. HUMAN RESOURCES:

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

33. LISTING WITH STOCK EXCHANGES

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

34. AUDITORS AND AUDITOR’S REPORT

a. Statutory Auditor(s)

At the 44^th Annual General Meeting held on July 30, 2024, MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W) were re-appointed as the Joint Statutory Auditors of the Company for a period of 5 (five) consecutive years i.e. from the conclusion of the 44^th Annual General Meeting till the conclusion of 49^th Annual General Meeting of your Company to be held for the Financial Year 2028-29.

At the 43^rd Annual General Meeting held on July 27, 2023, Agarwal Lodha & Co, Chartered Accountants (Firm Registration No. 330395E) were appointed as the Joint Statutory Auditors of the Company for a period of 5 (five) consecutive years i.e. from the conclusion of the 43^rd Annual General Meeting till the conclusion of 48^th Annual General Meeting of your Company to be held for the Financial Year 2027-28.

b. Internal Auditor

During the period under review, Internal Auditor, RSM Astute Consulting Private Limited, Kolkata conducted the internal audit of the Company quarterly and submit their reports to the Audit Committee. The Internal Audit Reports for the financial year 2024-2025 have been reviewed by the Audit Committee from time to time. The Board of Directors, on the recommendation of the Audit Committee has appointed S S Kothari Mehta & Co. LLP as the Internal Auditor of the Company for the Financial Year 2025-26, as per the scope, functioning, periodicity and methodology for conducting the internal audit of the Company at a remuneration as per the engagement letters.

c. Cost Auditors

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Rules, 2014, the Company is required to maintain cost records and required to get its cost record audited by a Cost Accountants in whole time practice. In this regard the Board of Directors has re-appointed S.K. Sahu & Associates, Cost Accountants, (Membership No.28234) as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2025-26.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration as recommended by the Board shall be ratified by the Members. Accordingly, requisite resolution seeking ratification of remuneration payable to the Cost Auditors for the Financial Year 2025-26 is forming part of the notice convening the ensuing 45^th Annual General Meeting of the Company.

Your Company has received consent from S.K. Sahu & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2025-26 along with a certificate confirming their independence and arm's length relationship. The Company is maintaining the cost accounts and records in the manner as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

d. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board of your Company had earlier appointed Mr. Ashok Kumar Daga, Practicing Company Secretary (Certificate of Practice Number 2948), as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the year under review is attached as Annexure-5 hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his Report.

Further, pursuant to amended Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendation of Audit Committee approved & recommended for approval of Members, appointment of Mr. Ashok Kumar Daga, Practicing Company Secretary (Certificate of Practice Number 2948), having Peer Review Certificate No. 1550/2021 as a Secretarial Auditors of the Company for a period of 5 consecutive years, to hold office from April 01, 2025 upto March 31, 2030 (the term)to conduct the secretarial audit of the Company from financial year 2025-2026 to 2029-2030. Secretarial Auditors have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

Your Company has duly received the consent and peer review certificate from Mr. Ashok Kumar Daga, Practicing Company Secretary, to act as the Secretarial Auditor of the company for a period of 5 consecutive years and Annual Secretarial Compliance Auditor of the Company for the Financial Year 2025-26.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice issued for convening this AGM.

e. Auditor’s Report

The Auditors' Report for financial year 2024-2025 on the financial statements forms part of this Annual Report. The Auditor's Report does not contain any modifications, qualifications, reservation or adverse remark or disclaimer. Explanations or comments by the Board on emphasis of matters made by the statutory auditors in their report read with 34B and note no 33B forming part of the standalone and consolidated financial statements respectively, are self-explanatory and do not call for any further comments.

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

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

36. UNPAID/UNCLAIMED DIVIDEND AND SHARES

Pursuant to Sections 124 and 125 of the Act read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016(‘IEPF'), the Company has to transfer to the IEPF Authority(‘IEPFA') amount remaining unpaid or unclaimed for a period of 7 years from the date they became due for payment. During the current financial year 2024-25, an amount equal to H29,539 remained unclaimed and unpaid for a period of seven years along with the amount as specified above, 63 (Sixty three) number of shares (pre-bonus of 1:1) were transferred to Investor's Education and Protection Fund (IEPF). The Company strongly recommends the shareholders to encash / claim their outstanding dividend amounts within the period from the Company's RTA.

37. DISCLOSURES:

a. Whistle Blower Policy/ Vigil Mechanism

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

No whistle blower complaints had been received during the year under review. The Policy on vigil mechanism and whistle blower may be accessed on the Company's website at the link: https://gptinfra.in/share-holder-information/#corporate policies.

b. Particulars of Loans given, Investments made, Guarantees given and Securities provided

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

c. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

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

d. Annual Return

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

e. Prevention of Sexual Harassment at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Policy) and the Rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy. An Internal Complaints Committee is in place to redress complaints received on sexual harassment.

During the year under review, no complaints pertaining to sexual harassment has been received by the Company.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has also filed the Annual Report with the respective authorities.

38. OTHER DISCLOSURES

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

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

c. No application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code IBC, 2016.

d. There were no frauds reported by auditors under subsection (12) of Section 143 other than those which are reportable to the Central Government.

e. There was no revision in the financial statements.

f. Managing Director and Whole-time Director has not received any remuneration or commission from any of its subsidiaries.

g. There was no instance of one-time settlement with any Bank or Financial Institution.

h. During the year under review, the Company raised funds through Qualified institutions Placement (QIP) and the same has been utilized in full in the Financial Year 2024-25.

i. There was no variation in the projected and actual utilization of funds raised through Qualified institutions Placement (QIP).

39. ACKNOWLEDGEMENT

Your Director's would like to express their sincere appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities, Regulatory Authorities, Registrar, Customers, Vendors, Suppliers, Contractors and Business Associates.

Your Directors are grateful to our investors, shareholders and communities in which the Company operates for the unwavering confidence, faith and trust in us and appreciates and values the dedicated efforts and commitment made by the employees, workmen and staff at all levels who work together as a team and ensures that the Company continues to grow and excel in its field.

Your Directors are also deeply grateful to our investors and shareholders for the unwavering confidence and faith in us. Your Directors also takes this opportunity to thank the communities your Company operates in, who have reposed their trust in us. Your Directors appreciates and values the efforts and commitment of the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance despite a challenging business environment.

Your Directors wish to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their valuable contribution by way of strategic guidance which helps your Company to take the right decisions in progressing towards its business goals.