FOR THE FINANCIAL YEAR 2024-2025

TO,

The Members,

G. G. Dandekar Properties Limited

(Formerly known as G. G. Dandekar Machine Works Limited)

Your Directors have the pleasure of presenting the 86th Annual Report with the Audited Statement of Accounts of the Company for the financial year ending 31st March 2025.

FINANCIAL PERFORMANCE

(Amt. in Rs. Lakhs)

Note:

Consolidated results show the company's sharein the net profit of the associate company,viz. Navasasyam Dandekar Private Limited.

DIVIDEND

Considering the Company's financial performance, growth plans and related funding requirements, your Directors do not recommend any dividend for the financial year 2024-2025.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Particulars of the amounts proposed to be carried to reserves have been covered in Notes to the financial statements of the company.

CAPITAL STRUCTURE:

During the year under review, the Company's authorized share capital stood at Rs. 20,000,000 divided into 20,000,000 equity shares of Rs. 1/- each. The issued, subscribed, and paid-up share capital as of March 31,2025, stood at Rs. 4,761,387/- divided into 4,761,387 equity shares of Rs. 1/- each.

There was no change in share capital during the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

1. This section includes discussion on the following matters within the limits set by the Company's Competitive position:

(A) OVERVIEW

G. G. Dandekar Properties Limited [Formerly known as G. G. Dandekar Machine Works Limited] (The Company) is engaged in real estate -leasing of property business.

The Company during the year under review continued to have the same number of properties owned by it. The commercial property in Pune is generating steady lease rental income in form of license fees for the company.

During the year under review, the property of the Company, factory shed and a part of office building situated at Butibori MIDC area, Taluka Hingna, District Nagpur has started generating income in form of the license fees with effect from August

2024.

Considering the developments in the economic and commercial environment, the Company has diversified into real estate and leasing of property business by making modification in the object clause of Memorandum of the Company. The change in the object clause in the financial year 2021-22 and the change in name of the Company in the financial year 2023-24 helped the company in securing moderate to lucrative business opportunities. The change will help in generating steady returns over the long term, which shall ensure consistent value creation for the members of the company. The Company foresees appreciation in the value of land and real estate based on the rise in demand for real estate spaces, which may positively impact the financial performance of the Company.

Associate Company:

The company has an associate company which was formed as joint venture company with subject experts who brought in with them rich industry experience in non-rice segment.

With an initial investment of Rs. 0.49 lakhs and a follow investment of Rs. 380.01 lakhs, NDPL for the year gone by has clocked Rs. 3,217.73 lakhs in turnover and Rs. 71.39 lakhs in profits. The investment has been a fruitful one by most objective measures.

The lock-in period of 5 years applicable to equity shares in the share capital of the associate company has been completed as the Shareholders Agreement.

The Company during the year under review, continues to operate in only one vertical commercial real estate - leasing of property

(B) GLOBAL ECONOMY

Global growth is projected at 3.3 percent both in 2025 and 2026, below the historical (2000-19) average of 3.7 percent.

The global economy is holding steady, although the degree of grip varies widely across countries.

Global economy remains remarkably resilient, with growth holding steady as inflation returns to target," the IMF said while predicting the global real GDP growth at 3.2% for 2024 and 2025, the same rate as in 2023. Global real gross domestic product (GDP) growth is estimated at 3.2% in CY 2023, and projected to grow at the same rate in CY 2024 and CY 2025.

The IMF report attributed the slow pace of growth to several factors such as high borrowing costs, withdrawal of fiscal support, long-term effects of the COVID-19 pandemic, Russia's invasion of Ukraine, weak growth in productivity and increasing geoeconomic fragmentation. Global inflation moderated from its peak in the middle of CY 2022 while economic activity continued to grow, thus averting a possible global recession.

IMF expects global headline inflation to fall further from the annual average of 6.8% in 2023 to 5.9% in 2024 and to 4.5% in

2025, with advanced economies returning to their inflation targets sooner than emerging markets and developing economies. Risks to the global outlook for 2024 seem broadly balanced. These risks arise from price spikes stemming from geopolitical tensions and regional conflicts such as those in Gaza, attacks in the Red Sea, and continued war in Ukraine, a slowerthan expected decline in core inflation and interest rates remaining higherthan expected.

On the upside are factors such as a short-term fiscal boost as many countries go to elections in 2024, faster monetary policy easing, and increase in productivity from technologies such as artificial intelligence.

Growth in India also slowed more than expected, led by a sharper-than-expected deceleration in industrial activity.

Global headline inflation is expected to decline to 4.2 percent in 2025 and to 3.5 percent in 2026, converging back to target earlier in advanced economies than in emerging market and developing economies.

Global disinflation continues, but there are signs that progress is stalling in some countries and that elevated inflation is persistent in a few cases. The global median of sequential core inflation has been just slightly above 2 percent for the past few months.

Where inflation is proving more sticky, central banks are moving more cautiously in the easing cycle while keeping a close eye on activity and labor market indicators as well as exchange rate movements. A few central banks are raising rates, marking a point of divergence in monetary policy.

(Source: IMF World Outlook).

(C) INDIAN ECONOMY

India's GDP growth for FY2024-25 is expected to be between 6.5-7.0%, despite a slower-than-expected Q2 growth of 5.4%. The economy is projected to recover quickly, supported by anticipated interest rate cuts and lower inflation. Inflation is expected to moderate with the CPI forecasted to be 4.8% by March 2025.

The International Monetary Fund (IMF) has raised India's growth forecast for 2024-25 to 6.8% from 6.5% on the back of strong domestic demand and a rising working-age population.

The Reserve Bank of India, the country's central bank, estimates the economy to grow at 7% in the current financial year that started on April 1.

The IMF estimates Asia's third largest economy's gross domestic product to grow at 6.5% in the next financial year, it said in the World Economic Outlook released on 16 April 2024.

The agency also revised upwards the growth figure for 2023-24 to 7.8% from 6.7% it had forecast in January. India's own official estimates had pegged growth at 7.6%.

Growth surprised on the upside in the second half of 2023 as robust domestic demand fueled activity, especially in emerging Asian economies. Malaysia, the Philippines, Vietnam, and most notably India, recorded sizable positive growth surprises. Growth for the region reached 5 percent in 2023, much stronger than a growth of 3.9 percent in 2022, and this represents a 0.4 percentage points higher than what we had projected in the October 2023 Regional Economic Outlook, and the momentum carries over into 2024. We now project the region to grow by 4.5 percent in 2024 and upward revision of 0.3 percentage points relative to October. With this, Asia would contribute about 60 percent of global growth. The region is projected to grow by 4.3 percent in 2025.

The driver of growth- for India, we expect investment to contribute disproportionately to growth, much of it public, especially in India. In emerging Asia, outside China and India, robust private consumption will remain the main growth engine, (source: IMF website)

Prudent macroeconomic policies have supported India's economic resilience, with growth expected to recover from a recent softening and inflation expected to converge to target. Risks to the outlook include deepening geoeconomic fragmentation and a slower pace of domestic demand recovery.

(D) INDUSTRY STRUCTURE AND DEVELOPMENT

The Indian commercial real estate sector continued its robust recovery in FY 2024-25, driven by strong demand for quality office and retail spaces across major metropolitan cities. According to industry reports, the top seven cities—Mumbai, Delhi NCR, Bengaluru, Kolkata, Chennai, Pune, and Hyderabad—witnessed significant new supply and leasing activity, with retail space leasing volumes surpassing previous years' levels. Domestic retailers dominated leasing, underscoring the sector's resilience and growth potential.

The Indian real estate market is growing at a rapid pace. It is expected to increase to US$ 1 trillion in 2030 from US$ 200 million in 2021, making it the third largest globally. The real estate sector contributed around 7% to India's GDP in FY2018- 19, and its share is expected to advance to about 13% in 2025. The sector has robust forward and backward linkages with core sectors of the economy, namely, steel, cement, and other building materials, which directly/indirectly impacts 270 industries.

The commercial real estate market in India is well organized and highly competitive. Rising economy, digitalization, growth in the IT/ ITeS sector and varied government reforms (industrial corridors, FDI policy, RERA, REITs) have resulted in higher demand for the commercial real estate space. Global investment poured in as the government relaxed FDI norms, promoting the development of malls and other organized retail spaces. At the same time, the digital economy and e- commerce attributed to a demand for coworking office spaces, smart warehousing, and logistics hubs.

(E) OPPORTUNITIES AND THREATS

The demand for commercial real estate has increased as a result of the booming economy and the returning workers to offices, as was previously said however with another issue that is becoming more significant is the rise of flexible leasing models like co-working spaces / managed offices.

Innovative office space ideas, business-friendly efforts and top-notch amenities for tenants are further factors driving the increase in demand.

Due to the removal of limits connected to the pandemic, vacancies in Grade A offices are now returned to being stable compared to the previous two years. JLL predicts that due to rising demand, the Grade A office market would reach 1.2 billion square feet by 2030.

Commercial real estate leases are typically long-term, and every three years, the rental rate increases by 15%, making it profitable for developers. This has fueled the creation of a number of new office space projects that are currently under construction and will be open soon.

Threat related real estate industry include following amongst others:

Threat related real estate industry include following amongst others:

1. Political uncertainty - the change in leadership affects heavily the taxation system which has link to the real estate sector. When the political scenario changes leadership economic environment gets influenced. A war between the countries may affect the real estate industry.

2. Interest rates- when interest rates rise, it has firm impact on real estate markets. This rise will reduce the demand amongst the customers.

3. Economy and affordability - when the economy goes down, the affordability of the potential customer also goes down which in turn affects the growth of real estate industry

4. Regulatory changes and compliance requirements.

4.5. Natural disaster-When natural disaster occurs; it affects the real estate industry adversely

(F) SEGMENT-WISE PERFORMANCE OR PRODUCT-WISE PERFORMANCE

During the year under review, your company continues to operate in 1 segment only which is real estate leasing of property.

In the year 2022-23, the Company has purchased pre-leased commercial property in Pune which is a rapidly developing city and counted among the best urban infrastructure in India. It is ranked second in the Ease of Living Index 2020 by the Ministry of Housing and Urban Affairs in India. It was ranked highest among all Indian cities by Mercer's 21 st Annual Quality of Living Rankings in 2019 and ranked seventh in terms of per capita income. The city's real estate sector growth is driven by IT, education, automobile, and manufacturing sectors. India's Smart Cities Mission has driven the growth of Pune's urban infrastructure. Investments valued at more than Rs. 650 Bn are expected to be infused over eight years for establishing metro rail links, a new airport terminal, and a ring road.

During the year under review, the property of the Company, factory shed and a part of office building situated at Butibori Ml DC area, Taluka Hingna, District Nagpur has started generating income in form of the license fees with effect from August 2024.

(G) OUTLOOK

The outlook for the commercial real estate sector remains positive, with sustained demand for quality office and retail spaces. The company is well-positioned to capitalize on emerging opportunities, supported by its strong brand, diversified portfolio, and focus on innovation and sustainability. Expansion plans are on track, and the company remains committed to delivering value to all stakeholders.

Commercial Real Estate in India:

India's commercial real estate market has been steadily growing, and the rise of small and medium real estate land developers and a segment of institutional capital has acted as a catalyst for the sector. Additionally, the development of robust office infrastructure has increased the country's economic activity, creating opportunities for real estate-focused startups.

Pune is a rapidly growing city in Maharashtra with a thriving economy and a strong presence in the IT, manufacturing, and automobile industries. It is home to many large corporations, including Amazon, Bajaj.TATA, and Infosys, making it an ideal location for commercial real estate investments.

The demand for commercial property in Pune for sale is rising. With upcoming properties offering a range of options for investors. From commercial shops for sale in Pune to large office spaces, there are plenty of opportunities to tap into. Real estate Pune developers also focus on building robust office infrastructure to meet the growing demand from occupiers. India's population is expected to be 1.52 Bn by 2036 with a 70% increase in the urban areas. India's urban population is expected to grow from 35% in 2022 to 39% by 2036, driving the growth of the real estate sector. India has more than 50% of the population below the age of 25 and more than 65% of the population below the age of 35. This demographic advantage is expected to translate into increased real estate demand.

The Government of India allowed FDI up to 100% in the Indian real estate sector, which is expected to attract increasing investments.

The pandemic-infused trends coupled with low-interest rates, affordability, and other favorable factors harnessed the positive sentiments in these markets resulting in growing property sales

(H) RISKAND CONCERNS

The Company continues to operate in Real-estate- leasing of property since the FY 2022-23. Though this business in the evolving stage, following risks are identified:

• Geopolitical risk and global economic headwinds- The Company's focus on a few areas could affect growth

• Funding risk-The Company is regular in repayment of the loan availed.

• The Company has availed loan of Rs. 4.7 crore to acquire property in FY 22-23- in the month of August 2023. Outstanding amount of borrowing as on 31 March 2025 stands at INR 409.81 Lakhs. The Company has a strong debt-equity ratio. Volatility in interest rates and financing costs.

• Competition risk - The Company's expertise in project planning and execution, along with the expertise of its directors, makes it an ideal choice. We are looking at a development offering that includes commercial spaces in real estate segment.

• Regulatory uncertainties and compliance challenges

Your Board is conscious of these risks and will take adequate measures to mitigate the risks before considering any further investments in development of projects.

(I) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

(J) COMPANY'S FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE Standalone:

During the financial year under review, your company has achieved turnover of Rs. 360.27 Lakhs (previous year Rs. 296.02 Lakhs). The Loss before exceptional items and tax for the period is Rs. 146.24 Lakhs (as against loss of Rs. 85.72 Lakhs during the previous year). The net loss for the period is Rs. 21.20 Lakhs (as against net loss Rs. 439.46 Lakhs during the previous year).

Consolidated (Includes PAT of Associate Company proportionate to Company share):

During the financial year under review, your company has achieved turnover of Rs. 360.27 Lakhs (previous year Rs. 296.02 Lakhs). The loss before exceptional items and tax for the period is Rs. 153.90 Lakhs (as against loss of Rs. 115.56 Lakhs during previous year). The net Profit for the period is Rs. 6.11 Lakhs (as against net loss Rs. 441.23 Lakhs during previous year).

(K) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FORMAT, INCLUDING NUMBER OF PEOPLE EMPLOYED

During the year under review, there was no material development in human resources. The Company seeks to recruit and retain quality industry professionals and provide them with a performance-oriented environment.

During the financial year, total workforce of the Company remained at 3, as on 31st March 2025, the number of employees was 3.

(L) ENVIRONMENT

The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violation of norms formulated to safeguard the environment.

(M) CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

(N) LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited, where your Company's shares are listed.

(O) SUBSIDIARY COMPANIESAND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March 2025, the Company has consolidated the accounts by taking into consideration the financials of Navasasyam Dandekar Private Limited, an associate company of the Company.

There are no companies that have become or ceased to be subsidiaries, joint ventures, or associate companies of the Company during the year.

A statement containing the salient features of the financial statements of subsidiary/joint venture/associate companies is provided in Form AOC-1, attached as Annexure IV to this report.

The Board presents Audited Standalone & Consolidated Financial Statements as prepared in compliance with the Indian Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

Details of significant changes, i.e., change of 25% or more, as compared to the immediately previous Financial Year in key financial ratio, along with detailed explanation therefore:

Note:

Last year figures are re-grouped/updated as necessary.

* Calculated in accordance with the Guidance Note issued by ICAI on Ind AS and Schedule III of the Companies Act 2013. Previous year numbers are restated accordingly.

There are no sector specific equivalent ratios for disclosure by the Company.

RETURN ON NET WORTH:

Details of change in Return on Net Worth as compared to the immediately previous Financial Year are as follows:

ANNUALRETURN:

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2023-2024 is available on the web-link (Annual Return Form MGT-7-FY-ended- 31-Mar-2024) and the Annual Return for Financial Year 2024-2025 will be made available on the website of the Company - www.ggdandekar.com once it is filed with the MCA.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Eight (8) Meetings of the Board of Directors were convened and held on 30 May 2024, 8 June 2024, 11 July 2024, 25 July 2024, 09 August 2024, 8 October 2024, 12 November 2024 and 12 February 2025. The intervening gap between the Meetings was within the period prescribed under the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors' Responsibility Statement, your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March 2025, the applicable accounting standards had been followed and there were no material departures from the applicable accounting standards;

b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2025 and of the loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively and

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

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors under Section 149(7) of the Act and Regulation 16(1)(b) & 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Company has also received declarations from all the Independent Directors of the Company confirming that they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act 2013 including amendments thereunder. The said Code is available on the Company's website.

All the Independent Directors of the Company have enrolled themselves in the data bank with the 'Indian Institute of Corporate Affairs', New Delhi, India and eligible Independent Directors have completed the proficiency test.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has adopted a policy that lays guidelines for selection and appointment of Directors, Key Managerial Personnel and Senior Management personnel together with their remuneration. The Nomination and Remuneration Policy is available on the website of the Company which can be accessed at https://tinyurl.com/m4sjut7u

AUDITORS

a. Statutory Auditor

The Board of Directors in its meeting held on 30 May 2024, had recommended re-appointment of the statutory auditors for next term of 5 years till conclusion of the 90th Annual General Meeting of the members of the Company.

As per the provisions of Section 139 of Companies Act 2013, M/s C N K J B M S & Associates, Chartered Accountants, Pune was appointed in the adjourned 85th AGM held on 28 September 2024 ( original 85th AGM was held on 28 August 2024 ) for a period of five years. The second term of the statutory auditor will conclude at the conclusion of 90th Annual General Meeting of the Company as contemplated by the provisions of Section 139 of the Companies Act, 2013.

The Company has received necessary certificate from the Statutory Auditors as required under Section 139(1) of the Companies Act, 2013 stating that their appointment is in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The auditor's report does not contain any qualification, reservation, adverse remark or disclaimer.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mahesh Athavale, Partner - Kanj & Co LLP, Practicing Company Secretary (Membership No. FcS No. 2412 CP No. 1488) to undertake Secretarial Audit of the Company for the financial year ended 31 March 2025.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 amended with effect from 31 December 2024, the Board of Directors recommends appointment of M/s Bokil Punde & Associates, Company Secretaries in Practice, Pune (having Unique Identification No. P2013MH032300 and peer reviewed firm bearing Certificate No.1132/2021) as Secretarial Auditor for a term of 5 years from the financial year 2025-26 to the members of the Company at the 86th Annual General Meeting.

c. Cost Auditor

As per the provisions of Section 148 of the Companies Act, 2013 and Rules made thereunder, the Company is not required to maintain cost records and appoint cost auditor.

d. Internal Auditor

As per provisions of section 138 (1) of the Companies Act, 2013 and the applicable rules, the Company has appointed CA Aditya Pathak, Proprietor of M/s A. N. Pathak and Associates, (FRN139084W) as internal auditor for undertaking the internal auditor.

EXPLANATION ON COMMENTS OF STATUTORY AUDITORS' AND SECRETARIAL AUDITORS' REPORT:

Statutory Audit Report

There are no qualifications, reservations, or adverse remarks or disclaimers made by M/s. C N K J B M S & Associates, Statutory Auditors, in their Audit report. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act & Rules thereof including amendments thereunder.

Secretarial Audit Report

The Secretarial Audit Report submitted by Company Secretary in Practice according to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as a part of this report as 'Annexure I'.

CS Mahesh Athavale, Company Secretary in Practice in his Secretarial Audit Report has provided the observation/remarks which are self-explanatory.

The following table shows the qualifications, reservations, or adverse remarks or disclaimers made in the Secretarial Audit Report for FY 2024-2025 and the response of the management to the same:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any loan or guarantee or security as contemplated by Section 186 of the Companies Act, 2013. The investment in property is continued: Suma Center, South and North wings on Floor 4 to Floor 6 (admeasuring about 30,000 sq. ft.) and South Wing on Floor 2 (admeasuring about 5,000 sq. ft.), Survey no. 8+13, CTS no. 1409+1410 Erandwane, Pune 411004.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:

The contracts or arrangements entered into by the Company with Related Parties during the financial year 2024-2025 were at arm's length and in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2. Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including amendments are applicable to the Company for FY 2024-2025 as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy on Related Party Transactions as adopted by the Board is uploaded on the Company's website. The disclosures as per IND-As 24 for transactions with related parties are provided in the Financial Statements of the Company.

STATE OF COMPANY'S AFFAIRS:

Discussion on the state of Company's affairs has been covered in the Management Discussion and Analysis Report.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

There was no material change in real estate activities between the date of balance sheet and date of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy and Technology Absorption:

Pursuant to Section 134 (3) (m) of the Act read with Rules there under, the report regarding conservation of energy, technology absorption is annexed herewith as 'Annexure II'

B. Foreign exchange earnings and Outgo:

RISK MANAGEMENT PLAN:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through risk mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company from time to time.

During the year under review, risk assessment and management policy was adopted effective from 9 August 2024.

The same can be accessed at https://www.ggdandekar.com/wp-content/uploads/2024/10/GGD Draft-risk-Management- policy 09-August-2024.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As on 31st March 2025, net worth of the Company is Rs. 46.71 crores (previous year Rs. 46.93 crores) which is not more than Rs. 500 crore, its turnover is not more than Rs. 1000 crore and its net profit is not more than Rs. 5 crore. The provisions of section 135 of the Companies Act, 2013 are non-applicable to the Company for FY 2024-2025 and for FY 2023-2024 as well.

The Company was not required to spend any amount on CSR activities in FY 2024-2025 and for FY 2023-2024 as well.

In the meeting of Board of Directors held on 30 May 2024, the Board of Directors had unanimously resolved and dissolved the Corporate Social Responsibility committee.

BOARD EVALUATION:

Pursuant to provisions of section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 annual performance evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee, and Stakeholders' Relationship Committee of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors.

The manner in which the evaluation has been carried out is provided below.

Criteria for performance evaluation:

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of Directors. The annual evaluation of Directors is made on the following criteria:

i. Attendance for the meetings, participation and independence during the meetings;

ii. Interaction with Management;

iii. Role and accountability of the Board and

iv. Knowledge and proficiency.

DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

Your Company has an associate company 'Navasasyam Dandekar Private Limited' (NDPL). Your company holds 49% of equity share capital in the Associate Company.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has received audited financial results of the associate company (Navasasyam Dandekar Private Limited) for the year 2024-2025 and profit after tax is consolidated with the company's financial results in proportion of company's shareholding in associate company. Associate company has clocked a turnover of Rs. 3,217.73 Lakhs in the financial year ended on March 31st 2025 (previous year Rs. 2,800.27 Lakhs), profit before tax is Rs. 91.63 Lakhs (previous year Rs. 72.76 Lakhs) and profit after tax is Rs. 71.39 Lakhs (previous year Rs. 55.21 Lakhs).

On May 25, 2021 the Company invested Rs. 380.01 Lakh in associate company & was allotted 14,989 nos, 6% Compulsorily Convertible (Non-Cumulative) Preference Shares of NDPL having face value of Rs.100/- per share at premium of Rs. 2,435.28/- per share aggregating to Rs. 380.01 Lakh.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business and the Company continues to operate in real estate leasing activities only.

DEPOSITORY SYSTEM

Your Company's equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31,2025, 96.44% of the equity shares of the Company were held in dematerialised form.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR 20242025:

In accordance with the Articles of Associations of the Company and the provisions of Section 152 of the Companies Act, Mr. Purab Gujar (DIN: 01186763) will retire by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. The resolution seeking Members' approval for his re-appointment forms part of the AGM Notice. The Board of Directors of your Company has recommended his appointment at the ensuing AGM.

During the year under review, with effect from 30 May 2024, 2 new directors were appointed, however, based on the recommendation of the Nomination and Remuneration Committee and Board of Directors.

1. Mr. Purab Gujar (DIN: 01186763) was appointed as an Additional Director Non-Executive Non-independent Director and he was designated as Chairperson of the Board of Directors w.e.f. 30.05.2024.

2. Mrs. Vibha Surana (DIN: 08017202) was appointed as an Additional Director Non-Executive Non-independent Director w.e.f. 30.05.2024

The Board of Directors recommended the members and the members approved the appointments of Mr. Purab Gujar and Mrs. Vibha Surana both as Non-executive Non-independent Directors at the 85th Annual General Meeting held on 28 August 2024.

During the year under review, with effect from 15 May 2024, Mr. Pawan Rathi ceased to be Non-Executive Independent Director on completion of tenure of 5 years of his appointment and with effect from 30 May 2024 Mrs. Smita Raichurkar, Non-Executive Non-independent Director, resigned as Director w.e.f. 30.05.2024 due to her pre-occupation.

During the year under review, neither a KMP was appointed nor any KMP resigned from the post.

Directors Retiring by Rotation in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Purab Gujar (DIN: 01186763) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment

The Board is of the opinion that Mr. Sanket Deshpande and Mr. Rahul Kothari, the Independent Directors, fulfil the conditions specified in the Companies Act, 2013 and the Rules thereunder and also possess requisite expertise and experience (including the proficiency) and they are persons of high integrity so as to enable the Board to discharge its functions and duties effectively

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, from the public, or its employees, etc. during the year under review

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

The Company has not received any significant or material order from Regulators, Courts or Tribunals during the year, which may impact the Going Concern Status or the Company's operations in future.

The Company has neither made application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis

BOARD COMMITTEES:

Your Company has in place the following Committees under the provisions of the Companies Act, 2013. There are currently three committees of the Board, namely:

Audit Committee :

The Audit Committee comprises Mr. Sanket Deshpande- Chairman, Mr. Rahul Kothari- Member, Mrs. Vibha Surana- Member. During the year, the Committee met 5 times on 30 May 2024, 9 August 2024, 8 October 2024, 12 November 2024 and 12 February 2025.

Nomination & Remuneration Committee :

The Nomination & Remuneration Committee comprises Mr. Rahul Kothari- Chairman, Mr. Sanket Deshpande - Member, Mr. Purab Gujar-Member. During the year, the Committee met 2 times on 30 May 2024 and 9 August 2024.

Stakeholders' Relationship Committee :

The Stakeholders' Relationship Committee comprises Mr. Rahul Kothari- Chairman, Mr. Sanket Deshpande - Member, Mr. Pranav Deshpande- Member. During the year, the Committee met once on 12 February 2025.

The composition of the above Committees of the Board is available on the website of the Company at the link http://www.ggdandekar.com/about-u/

During the year under review, the Board has accepted all the recommendations given by the Committees of the Board, which are mandatorily required

INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at 'Annexure III' to this report.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism (‘the Policy'). This Policy provides a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or leakage of Unpublished Price Sensitive Information (UPSI), by any person, who is in possession of UPSI, to any other person in any manner whatsoever, except as otherwise permitted under the SEBI (Prohibition of Insider Trading) Regulations or any other instance.

No person has been denied access to the Audit Committee in this regard. There were no complaints filed / pending with the Company during the year.

The policy has also been uploaded on the Company's website. Web-link to access the same is below: https://www.ggdandekar.com/wp-content/uploads/2025/05/Whistle-Blower-Policy GGD-amended-may-2025.pdf

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors of the Company are made aware of their role, rights and responsibilities at the time of their appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Further copies of ‘Code of Conduct for the Board of Directors and Senior Management of the Company', ‘Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and Immediate Relatives of Designated Persons of the Company', ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information of the Company' (Code of Conducts) and Policies adopted by the Board as per regulatory provisions are made available to Independent Directors at the time of joining.

The details of the familiarization program have been put on the website of the Company which can be accessed at

https://www.ggdandekar.com/wp-content/uploads/2025/03/Familiarization-programme-for-independent- directors v2.pdf

CODE OF CONDUCT

The Company has laid down a Code of Conduct for all the Board members and Senior Management Personnel. The Code of Conduct is available on the Company's website, which can be accessed at

https://www.ggdandekar.com/wp-content/uploads/2025/05/Code-for-Board-of-Directors-Senior-Management GGD- 30.05.2025.pdf

All the Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct. A declaration to this effect signed by the Executive Director forms part of this Report.

DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY

The Company has obtained Directors' and Officers' liability insurance coverage in respect of any legal action that might be initiated against Directors / officers of the Company.

CASH FLOW

A cash flow statement for the year ended 31st March 2025 is attached to the Balance Sheet as a part of Financial Statements.

CORPORATE GOVERNANCE:

As per Regulation 15(2), compliances under Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were applicable to the Company for FY 2024-2025. The Company during the year under review complied with the same except the following

In terms of Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on the Corporate Governance along with a Compliance Certificate issued by the practicing company secretary is attached as Annexure B to the said report and forms part of the Annual Report.

In terms of Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on the Corporate Governance along with a Compliance Certificate issued by the practicing company secretary is attached as Annexure B to the said report and forms part of the Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints were received during the year 2024-2025.

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY'S HOLDING OR SUBSIDIARY COMPANY:

There were no instances of receiving remuneration or commission by a Managing or Whole-time Director of the company from its holding or subsidiary company during the FY 2024-2025 requiring the disclosure under section 197(14) of the Companies Act, 2013.

EVENT-BASED DISCLOSURES IN DIRECTORS REPORT:

The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing to report in respect of Rule 4(4), Rule 12(9), and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has generally complied with the applicable Secretarial Standards issued by the Institute of Company

Secretaries of India except the following:

..' Particulars

1. There is mismatch in the proceedings captured in the recording and minutes prepared for the Board Meeting held on 30th May 2024 and Audit Committee Meetings held on 25th July 2024 and 09th August 2024.

2. Pursuant to the recording of the meeting of audit committee held on 30th May 2024, 25th July 2024 and 09th August 2024, the invitees have voted on the proposed resolutions in the said meetings.

3. In the Minutes of Audit Committee Meeting held on 30th May 2024, the name of Mrs. Smita Raichurkar, Non-Executive Director, was mentioned in members present, who in fact had ceased to be member of the Audit Committee on 30th May 2024.

4. Reference to Section 160 of the Companies Act, 2013 was made in the Ordinary Resolution passed by the members of the Company to appoint Mr. Purab Gujar having DIN: 01186763 and Mrs. Vibha Surana having DIN: 08017202 as a Non-executive Non-Independent Director of the Company in the Annual General Meeting held on 28th August 2024. As per explanation given by the Compliance Officer, this reference to sec 160 was unintentional.

5. The Company dispatched the Notice of Postal Ballot on 09th October 2024 requesting members to cast their assent or dissent in the electronic form. The E-voting period commenced from 10th October 2024 and ended on 09th November 2024. The E-voting period for voting extended to thirty-one days from the date of dispatch of the notice. No voting took place on the 31st Day. Further the Company intimated the date of postal ballot as 11th November 2024 with stock exchange.

6. The existing name of the Company is not mentioned in the Minutes of Stakeholders Relationship Committee Meeting held on 12th February 2025 whereas only the former name is mentioned.

7. In the Stakeholders Relationship Committee Meeting held on 12th February 2025, No. of Investors Complaints received during the period from 1st January 2024 to 31st December 2024 mentioned as Nil. However, 1 complaint has been received & disposed of during the quarter ended on 31st March 2024 and the same has been reported to BSE Limited.

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company

by the shareholders, employees, and bankers, during the year under the report