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

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

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

(Indian Rupees in Lakhs)

Note:

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

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

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

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

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

Consolidated.

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

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

Segment Reporting

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

Therefore, the total Segmental profit before tax & interest is ?3,480.51 lakhs against last year's
profit of ?2,665.57 lakhs under textile segment reporting. There has been no income during the
period under review in the garment segment. The total loss before tax & interest is ?20.51
against last year's loss of ?7.50 lakhs under infrastructure projects segment. There is profit
before tax in current financial year of ?3,339.80 lakhs.

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

3. TRANSFER TO RESERVES:

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

4. DIVIDEND:

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

5. SHARE CAPITAL:

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

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

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

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

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

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

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

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

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

7. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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

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

ii. Accounting policies have been selected and applied consistently and judgments and
estimates made that were reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the FY and of the profit of the Company
for the year under review;

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

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

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

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

8. CHANGE IN THE NATURE OF BUSINESS:

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

9. CHANGE IN THE NAME OF THE COMPANY:

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

10. MANAGEMENT

a. Monitoring Committee:

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

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

The Monitoring Committee comprised of the following personnel's:

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

b. Directors and Key Managerial Personnel

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

*Post the year under review, Mr. Harsh Somaiya resigned from the post ofExecutive Director
with effect from 04 September, 2024.

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

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

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

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

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

*Mrs. KomalJhawar was appointed as the Company Secretary & Compliance Officer
of the Company from 09^th August, 2022. Further, she resigned from the post of
Company Secretary & Compliance Officer with effect from the dosing hours of3Cf^h
June, 2023.

** Ms. Aastha Kochar was appointedas the Company Secretary & Compliance Officer
ofthe Company with effectfrom 05^h September, 2023.

11. DECLARATION BY INDEPENDENT DIRECTORS:

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

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

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

Pursuant to the provisions of Regulation 16 of the Listing Regulations, the Independent Directors
also confirmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence and that they are
independent of the management.

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

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

12. NUMBER OF MEETINGS OF THE BOARD:

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

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

13. BOARD EVALUATION:

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

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

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

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

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

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

14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Selection and procedure for nomination and appointment of Directors

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

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

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

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

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

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

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

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

15.VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

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

16. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

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

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

17. COMMITTEES OF THE BOARD:

The following are the Committees of the Board:

1. Audit Committee -

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

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

2. Nomination & Remuneration Committee -

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

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

3. Stakeholders and Relationship Committee-

The stakeholder's relationship committee meeting was held on 09^th November, 2023.
4. Risk Management Committee -

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

18.CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

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

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

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

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

19. AUDITORS:

a. Statutory Auditors:

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

b. Secretarial Auditors:

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

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

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

c. Cost Auditors:

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

d. Internal Auditors:

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

20. FRAUDS REPORTED BY THE AUDITOR:

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

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

A. Statutory Auditor's Qualification:

i. Auditor's Qualification:

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

Management explanation:

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

ii. Auditor's Qualification:

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

Management explanation:

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

iii. Auditor's Qualification

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

Management explanation:

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

iv. Auditor's Qualification

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

Management explanation:

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

B. Secretarial Auditor's Qualification

i. Auditor's Qualification:

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

Management explanation:

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

ii. Auditor's Qualification:

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

Management explanation:

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

iii. Auditor's Qualification:

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

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

iv. Auditor's Qualification:

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

Management explanation:

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

v. Auditor's Qualification:

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

Management explanation:

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

vi. Aud itor's Qua l ification:

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

Management explanation:

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

shares allotted to DLH on preferential basis. The Company had stated the reasons for such
difference and uploaded the clarification letter dated 24^th January, 2024.

vii. Aud itor's Qua l ification:

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

Management explanation:

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

viii. Aud itor's Qua l ification:

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

Management explanation:

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

ix. Auditor's Qualification:

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

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

x. Auditor's Qualification:

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

Management explanation:

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

xi. Aud itor's Qua l ification:

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

Management explanation:

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

xii. Aud itor's Qua l ification:

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

Management explanation:

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

22. RISK MANAGEMENT:

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

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

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

23. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

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

24. RELATED PARTY TRANSACTIONS:

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

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

25. ANNUAL RETURN:

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

26. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

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

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

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

27. SECRETARIAL STANDARDS:

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

28. PUBLIC DEPOSIT:

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

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

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

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

30. MATERIAL CHANGES/DEVELOPMENTS DURING THE YEAR:

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

1 Appeal filed with the Hon'ble NCLAT -

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

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

-I- Satisfaction of Charges -

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

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

i Reduction of existing paid-up share capital -

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

-I- Trading Application -

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

i Preferential Allotment of shares -

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

i Minimum Public Shareholding ("MPS"):

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

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

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

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

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

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

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

34. Valuation:

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

35. INVESTOR EDUCATION AND PROTECTION FUND:

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

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

36. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTOR:

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

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

37. ENVIRONMENT:

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

38. DEPOSITORY SYSTEMS:

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

39. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

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

40. CHANGE IN THE CORPORATE OFFICE OF THE COMPANY:

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

41. PREVENTION OF INSIDER TRADING:

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

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

42. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

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

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

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

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

43. OTHER DISCLOSURES:

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

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

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

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

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

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

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

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

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

44. CAUTIONARY STATEMENT:

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

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

45. ACKNOWLEDGEMENT:

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

Sd/- Sd/-

Vijay Thakkar Dev Thakkar

Managing Director Chairman

DIN: 00189355 DIN: 07698270

DATE: 04^th September, 2024
PLACE: Mumbai