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

1. FINANCIAL PERFORMANCE-2023-24

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

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

On a consolidated basis, the revenue for the Company for the financial year 2023-24 was H 102,488.30 lakh, registering a growth of 26.0% as compared to the previous year revenue of H 81,373.24 lakh. The EBITDA for the year was H 12,764.49 lakh, registering a substantial growth of 38.64% as compared to previous year EBITDA of H 9,206.92 lakh. The Net profit attributable to the owners of the Company for the financial year 2023-24 was H 5,784.40 lakh in comparison to H 3,139.69 lakh for the previous year, registering a growth of 84.23% over the previous year.

On a standalone basis, the revenue for the Company for the year 2023-24 was H 100,983.64 lakh, registering a growth of 26.67% as compared to the previous year revenue of H 79,718.26 lakh. The EBITDA for the year was H 12,792.00 Lakh, registering a growth of 32.72% over the previous year EBITDA of H 9,637.93 lakh. The Profit After Tax was

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

3. CHANGE IN SHARE CAPITAL

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

As on March 31, 2024 the Authorised Share Capital of the Company is H 60,00,00,000 and the Paid-up Capital is H 58,17,20,000.

The Board of Directors in their meeting held on May 17, 2024 have recommended to the shareholders to increase the authorized capital to H 1,30,00,00,000 divided into 13,00,00,000 Equity Shares of face value H 10 each, subject to approval of shareholders in the postal ballot vide notice dated May 17, 2024.

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

4. DIVIDEND

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

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

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

5. TRANSFER TO RESERVES

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

6. SEGMENT PERFORMANCE

a. INFRASTRUCTURE BUSINESS

During the financial year 2023-24, this segment contributed revenue of H 92,037.56 lakh against that of H 71,235.92 lakh for the previous year.

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

b. CONCRETE SLEEPER BUSINESS

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

The unexecuted order book as on April 01, 2024 is H 3,099 crores with order inflows of H 1,841 crores, which represents 3.02x financial year 2023-24 revenues, the highest order inflow for any financial year in the history of the Company. The Company also bagged its single largest order of H 739 crores from National Highway Authority of India for a bridge over Ganga in Prayagraj, thus evidencing its positioning as one of the key contractors in the segment.

7. CREDIT RATING

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

8. SUBSIDIARIES AND ASSOCIATE COMPANIES

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

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

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

9. CONSOLIDATED FINANCIAL STATEMENT

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

associates and joint ventures in Form AOC-1 is given in this Annual Report.

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

10. DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors state that:

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

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date

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

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

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

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

11. 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 Joint statutory Auditors of the Company, confirming compliance with the requirements of

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

12. MANAGEMENT DISCUSSION AND ANALYSIS

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

13. BUSINESS RISK MANAGEMENT

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

14. 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/#CorporatePolicies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered

in the Ordinary Course of Business and are at Arm's Length basis. A statement of alt related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value, and terms and conditions of the transactions.

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

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

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

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

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

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

16. INTERNAL FINANCIAL CONTROLS

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

of monitoring control, compliance with relevant policies & procedure and recommend improvement in processes and procedure and the report is placed in the Audit Committee.

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

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

17. 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 provided elsewhere in this Annual Report.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

iii. Change in Directorate:

Appointment:

The Board of Directors in their meeting held on May 17, 2024 have approved the appointment of following Directors based on the recommendation of the Nomination & Remuneration Committee and have recommended the same to the shareholders subject to their approval through postal ballot:

from appearing for the Online Proficiency Self-Assessment Test. In the Board's opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

20. NUMBER OF MEETINGS OF THE BOARD

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

21. 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 28, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole and the performance of the Chairman of the Company, after considering the views of Executive Directors and Non- Executive Directors. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Independent Directors expressed their satisfaction on the working of the Company, Board deliberation and contribution of the Chairman and other Directors in the growth of the Company. All the Independent Directors were present at the Meeting.

22. 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.

23. 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 Non- Independent Directors, the Board as a whole, its Committees and that of the Chairperson of the Company, considering the views of Executive Directors and Non-Executive Directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

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

Ongoing familiarization program aims to provide 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: https:// gptinfra.in/share-holder-information/#CorporatePolicies

24. 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 https://gptinfra.in/ share-holder-information/#CorporatePolicies.

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

25. 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 given in Annexure-3 forming part of this Report. Your Directors state that none of the Executive Directors of the Company receives any remuneration or commission from any of its Subsidiaries.

26. 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 given in Annexure- 3 forming part of this Report. In terms of the second proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary and Compliance Officer of the Company at gil.cosec@gptgroup.co.in.

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

27. 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.

28. 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.

29. AUDITORS AND AUDITOR'S REPORT a. Statutory Auditor (s)

At the 39^th Annual General Meeting held on July 30, 2019, MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), were appointed as Joint Statutory Auditor of the Company for a term of five years to hold office from the conclusion of 39^th Annual General Meeting till the conclusion of the 44^th Annual General Meeting of the Company to be held in this calendar year 2024. The Board of Directors

at their meeting held on May 17, 2024, based on the recommendation of the Audit Committee and subject to approval of the shareholders of the Company have proposed to reappoint MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), as joint statutory auditors for a further term of 5 (five) consecutive years till the conclusion of the 49^th Annual General Meeting of the Company to be held for the financial year 2028-29.

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

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

b. Internal Auditor

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

c. Auditor’s Report

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

30. 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 get its cost record audited by a Cost Accountants in whole time practice. In this regard the Board of Directors, on the recommendation of the Audit Committee, has re-appointed S.K. Sahu & Associates, Cost Accountants, (Membership No.28234) as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2024-25.

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

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

31. Secretarial Auditor

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

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

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

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

32. DISCLOSURES:

a. Whistle Blower Policy/ Vigil Mechanism

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

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

.33. Particulars of Loans given, Investments made, 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.

34. 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 given in Annexure -6' hereto and forms a part of this Report.

35. 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/#AnnualReturn

36. Unpaid/Unclaimed Dividend

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

37. Prevention of Sexual Harassment at Workplace:

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

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

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

38. OTHER DISCLOSURES

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

Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

b. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

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

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

e. No significant or material orders were passed by the Regulators or Courts or Tribunals which i mpa ct the goi ng concern statu s and Company's operations in future.

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

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

h. There was no revision in the financial statements.

i. There was no change in the nature of business.

j. Managing Director & CEO has not received any remuneration or commission from any of its subsidiaries.

k. The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees.

39. ACKNOWLEDGEMENT

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

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