To,

The Members GEE LIMITED

Yourdirectors have pleasure in presenting the 64^th Annual Report of GEE Limited togetherwith the Audited Statement of Accounts forthe financial year ended 31^st March 2025.

GEE Limited's performance during the financial year ended 31^a March 2025 as compared to the previous financial year, is summarized below

b. OPERATIONS: GEE Limited continues to be engaged in activities pertaining to manufacturing and dealing in all kinds of welding consumables and allied equipment and appliances.

There was no change in the nature of the business of GEE Limited, during the year under review.

During the financial year under review, the Company has posted total revenue of INR 33,410.71 Lakhs as against INR 36,987.20 Lakhs for the corresponding previous year.

Further, the Company has incurred a loss after tax of INR 924.03 Lakhs as against net profit after tax INR 1,285.57 Lakhs for the corresponding previous year.

The Company reported losses for the financial year 2024-25. The profitability was adversely impacted due to multiple factors. The primary factor contributing to this downturn has been a significant dispute within the management team. The internal disagreement unfortunately led to a series of suboptimal decision-making processes, which directly impacted our operational efficiency and strategic direction. Furthermore, we observed a consistent trend of below optimum capacity utilization, meaning the company's resources were lot being utilized to their full potential. This, combined with a reduction in sales realization, where the actual revenue generated from sales was lower than anticipated, significantly narrowed the company profit margins.

The above reasons led to under-absorption of fixed overheads and increased per unit costs. Further, certain trade advances were considered irrecoverable and charged as impairment loss under 'Other expenses' in the Statement of Profit and Loss as per applicable Accounting Standards.

The Promoters of the company have mutually agreed to amicably resolve all past issues among the concerned parties through a family settlement formalized by way of consent terms executed on 19th April, 2025.

The said consent terms and a withdrawal memo was placed on record before NCLT, Mumbai, on 9th May 2025.

The recent settlement between the promoter management has provided the company with a fresh strategic direction, which will undoubtedly lead to significant improvements across the board.

This new direction has renewed our company with a laser-sharp focus on our core objectives and a more efficient operational matrix. We are actively working on addressing these issues to restore our profitability and ensure the long-term financial health of the company. We are confident that these changes will enable us to enhance our performance, streamline our processes, and ultimately achieve greater success. We will be sharing more details about these strategic initiatives in the coming weeks and lookforward to your support as we embark on this new chapter

The Board of Directors after considering the business needs and to consolidate financial strength of GEE Limited have decided not to recommend any dividend to equity shareholders of GEE Limited forthe financial year 2024-25.

The amount lying in Unpaid Dividend Account of GEE Limited in respect of the last seven years along with the dates when it is due for transferto Investor Education & Protection Fund (IEPF) is as follows: -

During the financial year under review, Board of Directors have not transferred any amounts to General reserve account. However, the Reserves & Surplus comprise of balance in Securities Premium account and Profits of previous years.

During the financial year under review, GEE Limited did not have any subsidiary, associate or joint venture company.

GEE Limited has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

During the financial year under review, GEE Limited has not borrowed any amount(s) from the directors' relatives.

The particulars as required under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are furnished in Annexure I which forms part of this report.

In terms of Section 92(3) ofthe Companies Act,2013 and Rule 12 ofthe Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company is availableon the website ofthe Company at the below link: https://www.geelimited.com/key_finances.

Related party transactions, if any, that were entered into during the period ended March 31,2025, were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest ofthe Company at large.

None ofthe Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The detailsofthe related party transactions as per Indian Accounting Standard 24arealso set out in Note No. 46 to the Significant Accounting policies part of this report.

Further all the necessary details of transaction entered with the related parties pursuant to provisions of Section 188(1) ofthe Companies Act, 2013 are attached herewith in Form AOC-2 for your kind perusal and information as Annexure-ll.

The particulars of loans, guarantees and investments covered under Section 186 ofthe Act provided during the financial year under review has been furnished in the financial statements which forms part of this report.

During and after the year ended March 31,2025, the Company witnessed several material developments. A dispute among the members of the promoter group arose, which had an impact on the overall governance and management dynamics of the Company. However, the promoters mutually agreed toamicably resolve all past issues through a comprehensive settlement, which wasformalized by way of consent terms. Pursuant to the settlement, an inter se transfer of shares took place among the promoters, without altering the aggregate promoter shareholding. In alignment with the revised understanding and strategic direction, there was a change in the management of the Company. Additionally, certain directors associated with the previous management tendered their resignations, leading to a reconstitution of the Board. These developments were duly disclosed to the relevant regulatory authorities and were undertaken in compliance with applicable lawsand governance standards.

Except as disclosed elsewhere in this report, no material changes and commitments which could affect GEE Limited's financial position have occurred between the end ofthe financial year of GEE Limited and date of this report.

The Internal Financial Controls with reference to financial statements as designed and implemented by GEE Limited are adequate. During the financial year under review, no material or serious observation has been received from the Statutory Auditors of GEE Limited for inefficiency or inadequacy of such controls.

The changes in Directorships Key Managerial Personnel ofGEE Limited during thefinancial year under reviewareasfollows: i. Appointment and Cessation

- Mr. Pradip Kumar Das (DIN: 06593113) was appointed as an Non-Executive Nominee Director and Chairman ofthe Company by the Hon'ble NCLT (Mumbai Bench) vide its Order dated 9^th May, 2024.

- Ms. Neelam Tater (DIN: 07653773) was appointed as an Additional Non-Executive Independent Director by the Board of Directors w.e.f 14^th August, 2024and regularised in the Annual General Meeting held on 28^th September, 2024.

In accordance with the provisions ofthe Act, none ofthe Independent Directors are liable to retire by rotation.

Mr.Om Prakash Agarwal (DIN:01261429), Whole Time Director (designated as Joint Managing Director) of GEE Limited, being the longest in office since last appointment, is liable to retire by rotation and being eligible offers himself for re-appointment subject to the approval of shareholders in ensuing Annual General Meeting .The Board recomends his reappointment

The changes in the Board of Directors of Directors after the end ofthe Financial Year is asfollows:

- Mr. Pradip Kumar Das has ceased to be associated with thecompany vide his resignation tendered on June 21,2025.

- Mr. Shankarlal Agarwal has tendered his resignation from the post ofWholeTime Director on May 27,2025.

- Mr. Sanwarmal Agarwal has resignedfrom the post of Managing Directoron May 27,2025.

- Mr. Vinod Kumar Aggarwal has resignedasthe Non-Executive Independent Directorofthecompany w.e.fMay 20,2025.

- Mr. Sujit Sen has resigned from the post of Non-Executive Independent Director w.e.f May 20,2025.

- Mrs. Neelam Tater has tendered her resignation from the post of Non-Executive Independent Directoron May 20,2025.

- Mrs. Vineeta Agrawal was appointed as an Additional Non-Executive Independent Woman Director w.e.f June 02.2025 and regularized as Non-Executive Independent Woman Director in the Extra Ordinary General Meeting held on June 27,2025.

- Mr. Aditya Jalan, Company Secretary and Compliance Officer ofthe company resigned w.e.f May20,2025.

- Ms. SeemaVyaswasappointed astheCompany Secretary and Complianceofficerofthecompany w.e.f June 18,2025.

- Mr. Umesh Agarwal and Mr. Omprakash Agarwal were designated as Joint Managing Director of the Company w.e.fJune o2, 2025 as approved by members in the Extra Ordinary General Meeting held on June 27, 2025

GEE Limited has received dedarationsfrom all the Independent Directors under Section 149(6) of the Act confirming their independence.

Further, the Board of Directors is of the opinion that all the Independent Directors of GEE Limited possess requisite qualification, experience, and expertiseand hold high standards of integrity.

The Board of Directors met 5 (Five) times during the financial year ended 31^st March 2025 in accordance with the provisions of the Act and rules made thereunder. GEE Limited has complied with theSecretarial Standards-1 in respect ofalltheabove Board of Directors meetings.

As required under the Act and the listing Regulations, the company has constituted Four (4) statutory committees : Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee an Stakeholders Relationship Committee. The details relating to the composition of the committees, including its terms of reference, powers, details of meetings held during the year and attendance of members are provided in the Corporate Governance Report, forming part of this Annual Report and it is in line with the provisions of the Act and the Listing Regulations. Further, the Board has accepted all the recommendations made by the Committees during the year.

The Board of Directors ofGEE Limited has, pursuant to the provisions of Section 177(9) of the Act read with Rule7oftheCompanies (Meetings of Board of Directors and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for directors and employees ofGEE Limited to provide a mechanism which ensures adequate safeguards to directors and employees from any victimization or raising concerns of any violations of legal orregulatory requirements, incorrect or misrepresentation ofany, financial statementsand reports, etc.

The employees ofGEE Limited have the right/option to report theirconcern/grievance to the Chairman of the Audit Committee.

GEE Limited is committed to adhering to the highest standards of ethical, moral and legal conduct of business operations.

The Board of Directors ofGEE Limited have designed the Risk Management Policy and guidelines to avoid events, situations or circumstances which may lead to negative consequences on GEE Limited's businesses and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in theannual/strategic business plans and in periodic management reviews.

In accordance with the requirements of the section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility Committee, the terms of reference and other details of which are provided in the corporate governance report. The CSR Policy has been framed and posted on the website of the company, httDs://www.aeelimited.com/code of conduct.

As required by Section 134(3)(o) of the Companies Act,2013 and rule 9 of the Companies (Corporate Social Responsibility) Rules,2014, Annual Report on CSR activities is annexed as"Annexure-lll"and forms integral part of this report.

The Board of Directors has carried outanannual performance evaluation of its own performance, and of the directors individually, along with evaluation of all the committees i.e. Audit, Nomination and Remuneration, Stakeholders Relationship and CSR Committee.

This exercise was carried out by a feedback survey from each director covering the Board of Directors's functioning such as composition of Board of Directors and its Committees, experience and competencies, governance issues, etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board of Directors who were evaluated on parameters such as attendance, contribution in meetings, etc.

The matters related to Auditors and their Reports are as under:

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s R. Dokania & Co., Chartered Accountants, having ICAIFRN: 322739E were appointed as the Statutory Auditors of GEE Limited at the 62^nd Annual General Meeting (AGM) held on 12"' April, 2024 till the conclusion ofthe67^tllAGM to be held in theyear2028. However, they had tendered their resignation on May 13, 2025. Therefore, the Board at their meeting held on June 02,2025, appointed M/s. SAPD&Associates, Chartered Accountants (FRN:327271E) as the Statutory Auditors of the Company for the FY 2024-25 to fill the casual vacancy caused by the resignation of M/s R. Dokania & Co. Chartered Accountants and to hold the office till ensuing Annual General Meeting which was approved by members in an Extra- ordinary General Meeting held on June 27,2025.

The Board of Directors of the Company ('the Board'), on recommendation of the Audit Committee has proposed to re-appoint M/s. SAPD & Associates, Chartered Accountants (FRN: 327271E), as the Statutory Auditors of the Company for a period of five years from the conclusion of ensuing AGM till the conclusion of the AGM to be heldfor the FY 2029-30 subject to members approval.

The Auditor's report on the audited standalone financial statements of the Company for the year ended 31 March, 2025 issued by M/s. SAPD & Associates, Chartered Accountants (FRN: 327271E), Statutory Auditors of the Company forms part of the Annual Report. The Auditors' Report does not contain any qualifications, reservations, adverse remarks or disclaimer. In terms of the provisions of Section 143(12) of the Act, no frauds have been reported by the Statutory Auditors in their report for the year under review. Notes to the Financial Statements are self-explanatory and do not call forany further comments.

Section 204 read with Section 134(3) of the Act, mandates obtaining of Secretarial Audit Report from a Practicing Company Secretary. Mr. Deep Shukla, Proprietor of M/s. Deep Shukla & Associates (FCS No.5652) had been appointed to issue the Secretarial Audit Report for the financial year 2024-25 afterthe resignation tendered by Mrs. Chandni Maheswari (ACS No. 42292).

Secretarial Audit Report in Form MR-3 and Annual Secretarial Compliance Report pursuant to regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, issued by Mr. Deep Shukla (FCS No.5652), Practicing Company Secretary, are enclosed in Annexure-IV for the financial year 2024-25. The said reports contain certain observations or qualification requiring expla natio n or co m m ents from th e Boa rd of Di recto rs u n d er Secti o n 1 34(3) ofthe Act, which have been elaborated upon in the Secreterial Audit Report and Annual Secretarial Compliance report respectively forming part of this Annual Report. ⁰

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, GEE Limited is required to maintain Cost Records under Rule 3 of the said Rules. Accordingly, GEE Limited has duly maintained the Cost Records in the format prescribed in Form CRA-1 under Rule 5 of the said Rules.

The Board of Directors, in its meeting held on September 06, 2024 has re-appointed M/s. S. Chhaparia & Associates, Cost Accountants, as the Cost Auditorof GEE Limited forthe financial year 2024-25.

There were no instances of fraud to be reported by Statutory Auditors of GEE Limited under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

There were no changes in the share capital of GEE Limited during the financial year under review.

A Petition was filed in NCLT, Mumbai Bench by Mr. Om Prakash Agarwal and Mr.Umesh Ramkishan Agarwal the whole time directors and Mrs. Payal Agarwal, chief finance officer, vide case no. CP/306(MB) 2023 of oppression and mismanagement against the Company, With reference to the above matter, the Promoters of the Company have mutually agreed to amicably resolve all past issues among the concerned parties through a settlement formalized by way of consent terms executed on 19^th April, 2025.

The said consent terms and a withdrawal memo was placed on record before NCLT, Mumbai, on 9^th May, 2025, whereby applicants seek withdrawal of the Company petition. In view thereof, the NCLT, Mumbai has disposed of CP No. 306/MB/2023 as settled. All interlocutory applications filed thereunder stand disposed of consequently. Any interim relief granted to either of the parties in terms of earlier order(s) stand vacated.

In terms of Section 134(5) of the Act, in relation to the audited financial statements of GEE Limited forthe financial year ended 31^st March, 2025, the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of GEE Limited as of 31 March, 2025 and of the profit/loss of GEE Limited forthe financial year;

c. proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding assets of GEE Limited and for preventing and detecting fraud and other irregularities;

d. the annual accounts of GEE Limited have been prepared on a going concern basis;

e. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operate effectively.

GEE Limited has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, the company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended 31^st March, 2025, there were no cases filed/reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the HR department of the company is responsible for the same. All permanentwomen employees (exceptcontractual, temporary,trainees)arecovered underthissystem.

This information as per Section 197(12) of the Act read with Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended from time to time, forms part of this report as perAnnexure-V.

g. MANAGEMENT DISCUSSION ANDANALYSIS REPORT:

In compliance with regulation 34(2) read with Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis as Annexure -VI forms part of this Board Report.

We ensure that, we evolve and follow the corporate governance guidelines and best practices sincerely, not only to boost longterm shareholder value, but also to respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our operations and performance, as well as the leadership and governance of GEE Limited.

In compliance with Regulation 34(3) read with Schedule V (C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance enclosed as Annexure-VII forms part of this Board Report.

i. DISCLOSURE UNDERSECTION43fa)(ii)0FTHEC0MPANIESACT.2013:

GEE Limited has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

j. DISCLOSURE UNDERSECTION 54(1)(d)0FTHEC0MPANIESACT.2013:

GEE Limited has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

GEE Limited has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)

Rules, 2014 is furnished.

During the year under review, there were no instances of exercising of voting rights in respect of shares purchased directly by employees undera scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)

Rules, 2014.

During the year under review, there were no instances of any such deviations or variations as there were no issue of securities during the year.

n. SUSPENSIONOFTRADING

There was no such instance of suspension of trading of securities of the Company from the Stock Exchange.

There were no instances of any corporate actions initiated by the Company.

No application has been made under the Insolvency and Bankruptcy code; hence the requirement to disclose details of application made or any proceeding pending under the IBC, 2016, during the year along with their status as all the end of the financial year is not applicable.

GEE Limited has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

Your directors take this opportunity to thank the customers,shareholders,employees,suppliers,bankers,business parteners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to GEE Limited