To

The Members,

GEE LIMITED

Your directors have pleasure in presenting the 65 th Annual Report of GEE Limited together with the Audited Statement of Accounts for the financial year ended 31 st March 2026.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

GEE Limited's performance during the financial year ended 31 st March 2026 as compared to the previous financial year, is summarized below:

(Rs. In Lakhs)

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 earned total revenue of INR 37,033.63 Lakhs as against INR 33,410.71 Lakhs for the corresponding previous year.

Further, the Company has earned a profit after tax of INR 1,299.86 Lakhs as against a loss of INR 924.03 Lakhs for the corresponding previous year.

FY 2025-26 was focused on stabilizing operations and rebuilding the business following a challenging period that impacted stakeholder confidence and profitability. The Board and Management have adopted a prudent and balanced outlook, avoiding overly optimistic projections.

The Company's objective is to restore operations to a normalized performance trajectory, with turnover levels progressively aligning with those achieved in FY 2023-24, while recognizing FY 2024-25 as an exceptional and non-representative year.

The management further stated that the principal areas of focus going forward would include:

- Concentration on the core business operations;

- Improving agility and operational efficiency;

- Enhancement of net earnings and cash flow management.

c. DIVIDEND:

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 for the financial year 2025-26.

d. UNPAID DIVIDEND & IEPF: -

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

During the year, the company has transfered unclaimed dividend amounting to INR Rs. 29354.70/- pertaining to FY 2017-18 to Investor Education and Protection Fund.

e. TRANSFER TO RESERVES:

During the financial year under review, Board of Directors have transferred Rs. 2 crores of the amount to General reserve account. However, the Reserves & Surplus comprise of balance in Securities Premium account and Profits of previous years.

f. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

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

g. DEPOSITS:

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.

h. LOANS FROM DIRECTORS OR DIRECTORS' RELATIVES:

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

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

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.

j. ANNUAL RETURN:

I n terms of Section 92(3) of the Companies Act,2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company is available on the website of the Company at the below link: .

k. DETAILS OF NODAL OFFICER:

The Company has designated Mrs. Payal Agarwal - Chief Financial Officer of the company, as the Nodal Officer for the purpose of IEPF.

l. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

Related party transactions, if any, that were entered into during the period ended March 31,2026, 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 of the Company at large.

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

The details of the related party transactions as per Indian Accounting Standard 24 are also 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) of the Companies Act, 2013 are attached herewith in Form AOC-2 for your kind perusal and information as Annexure-II.

m. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

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

n. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes or commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this Report.

o. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

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.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The changes in Directorship & Key Managerial Personnel of GEE Limited during the financial year under review are as follows:

i. Appointment and Cessation:

ii. Retirement by rotation:

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

Mr. Umesh Agarwal (DIN:01209962), 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 recommends his re-appointment.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

GEE Limited has received declarations from 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 expertise and hold high standards of integrity.

3. DISCLOSURES RELATED TO BOARD OF DIRECTORS MEETINGS, COMMITTEE MEETINGS AND POLICIES

a. BOARD OF DIRECTORS MEETINGS:

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the quarterly financial results and other items on the agenda and also on the occasion of the Annual General Meeting ('AGM') of the Shareholders. Additional meetings are held, when necessary.

Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting.

The Board of Directors met 12 (Twelve) times during the financial year ended 31 st March 2026 in accordance with the provisions of the Act and rules made thereunder. GEE Limited has complied with the Secretarial Standards - I in respect of all the above Board of Directors meetings.

b. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee as per the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee possess strong knowledge of accounting and financial management.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

The Committee met 10 (Ten) times during the year, the details of which are given in the Corporate Governance Report along with composition of the Committee and their attendance.

c. NOMINATION AND REMUNERATION COMMITTEE:

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

The Committee met 3 (Three) times during the year, the details of which are given in the Corporate Governance Report along with composition of the Committee and their attendance.

d. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Board has constituted a Stakeholders Relationship Committee to specifically look into the mechanism of redressal of grievances of shareholders etc. The Committee reviews Shareholder's / Investor's complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates, etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

The Committee met 01 (One) time during the year, the details of which are given in the Corporate Governance Report along with composition of the Committee and their attendance.

e. CSR COMMITTEE:

Details with respect to the CSR Committee Composition and meetings are mentioned in the Corporate Governance report.

g. RISK MANAGEMENT POLICY:

The Board of Directors has adopted a Risk Management Policy to identify, assess, and mitigate risks that may adversely affect the Company's business. The Policy provides a structured framework for risk management and supports informed decision-making across all business divisions and corporate functions. Key business risks and mitigation measures are reviewed as part of the annual strategic planning process and periodic management reviews.

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

In compliance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee. Details of the Committee and its terms of reference are provided in the Corporate Governance Report. The Company's CSR Policy is available on its website .

Pursuant to Section 134(3)(o) of the Companies Act, 2013, read with Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, the Annual Report on CSR activities is annexed as Annexure III and forms an integral part of this Report.

i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD OF DIRECTORS:

The Board carried out its annual performance evaluation, including the evaluation of the Board, its committees, and individual Directors, in accordance with the applicable provisions of the Companies Act, 2013. The evaluation was conducted through a structured feedback process covering the Board's composition, effectiveness, governance practices, and the functioning of its committees. Individual Directors, including the Chairman, were evaluated on parameters such as attendance, participation, and overall contribution to the Board's deliberations.

4. AUDITORS AND REPORTS

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

a. STATUTORY AUDITORS AND THEIR REPORT ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2026:

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. SAPD & Associates, Chartered Accountants, having ICAI FRN: 327271E were appointed as the Statutory Auditors of GEE Limited at the 64 th Annual General Meeting (AGM) held on 26 th Sept, 2025 till the conclusion of the 69 th AGM to be held in the year 2030.

The Auditor's report on the Audited Standalone Financial statements of the Company for the year ended 31 st March, 2026 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 for any further comments.

b. COST AUDITORS:

M/s. S. Chhaparia & Associates, Cost Accountants, are the Cost Auditors of GEE Limited for the financial year 2025-26.

M/s. S. Chhaparia & Associates, Cost Accountants (Firm Registration No. 101591) have been appointed as Cost Auditors of the Company for the Financial Year 2026-27 at a remuneration of Rs. 75000/- plus taxes as applicable and reimbursement of out-of-pocket expenses. The said remuneration to the Cost Auditors shall be subject to ratification by the Members at the ensuing AGM.

c. MAINTENANCE OF COST RECORDS:

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.

d. INTERNAL AUDITORS:

M/s. A.K. SARAF AND COMPANY, Chartered Accountants (Firm Regn No: 325864E) are the Internal Auditors of the Company. Internal Audit Report, their significant observations and follow-up actions taken by the management are reviewed by the Audit Committee on a quarterly basis.

e. SECRETARIAL AUDITORS:

M/s. Deep Shukla & Associates, Company Secretaries (FCS No.5652), have been appointed as Secretarial Auditors of the Company, for a period of five (5) consecutive financial years i.e., from financial year 2024-25 to financial year 2028-29.

f. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2026:

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 2025-26.

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(A) and Annexure-IV(B) respectively for the financial year 2025-26.

g. REPORTING OF FRAUDS BY AUDITORS UNDER SECTION 143(12):

During the year under review, Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company by its Officers or Employees or reported to the Audit committee under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

5. OTHER DISCLOSURES

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

A. Changes in Share Capital of GEE Limited

There were changes in the share capital of GEE Limited during the financial year under review as follows:

Increase in Authorized Share Capital of the Company from 10 crores (Indian Rupees Ten Crores) consisting of 5,00,00,000 (Five Crores) Equity Shares of INR 2/- (Rs. 2/-) per share to 15 crores (Indian Rupees Fifteen Crores) consisting of 7,50,00,000 (Seven Crore Fifty Lakhs) Equity Shares of Rs. 2/- (Indian Rupee Two Only) and alteration in Capital Clause V of the Memorandum of Association relating to share capital was accordingly made after the necessary approvals granted by the shareholders in the AGM held on 26 th September, 2025.

a) Bonus Shares

Were issued in the ratio of 1:1 share each held by the shareholders for every 1 existing fully paid-up equity shares of face value of INR 2/- (Indian Rupee Two Only) each for every 1 (one) existing full paid-up Equity Shares. The above was approved by the members in the general meeting held on 26 th September, 2025.

b) Preferential Issue of Equity Convertible Warrants

During the year under review, the Members of the Company, at the Annual General Meeting held on September 26, 2025, approved the preferential issue of Equity Convertible Warrants. Thereafter, the Company received the inprinciple approval from BSE Limited on December 23, 2025. Pursuant to the aforesaid approvals and in accordance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws, the Board of Directors, at its meeting held on January 5, 2026, approved the allotment of 51,00,000 Equity Convertible Warrants on a preferential basis by way of private placement.

The warrants were allotted at an issue price of Rs.80/- per warrant, comprising a face value of Rs.2/- per equity share and a premium of Rs.78/- per equity share, aggregating to Rs.40.80 Crores. In accordance with the terms of issue, the allottees paid 25% of the warrant issue price, i.e., Rs.20/- per warrant, aggregating to Rs.10.20 Crores, at the time of allotment.

The warrants were allotted to persons belonging to the Promoter and Non-Promoter categories and are convertible into an equivalent number of fully paid-up equity shares of the Company within a period of 18 months from the date of allotment, upon payment of the balance 75% of the issue price.

The proceeds from the preferential issue are proposed to be utilized towards funding the Company's business expansion plans, capital expenditure, working capital requirements and other general corporate purposes.

c) Debt Instruments

During the financial year under review, the Company has raised funds through issuance of secured, redeemable, non-convertible debentures ("NCDs") on a private placement basis.

The Board of Directors, at its meeting held on 04 th February, 2026, approved the allotment of 2,000 NCDs of face value INR 1,00,000/- each, aggregating to INR 20,00,00,000/- (Rupees Twenty Crore only).

The key terms of the NCDs are as follows:

- Tenure: 36 months from the date of allotment

- Coupon: 11% per annum, payable monthly

- Redemption Premium: 3.25% per annum payable at maturity

- Moratorium: Principal repayment after 12 months from allotment

Redemption Structure

- 40% of the principal shall be repaid in 12 monthly instalments after the moratorium period; and

- 60% of the principal shall be repaid in 12 monthly instalments thereafter.

Security

The NCDs are secured by a second/residual charge over the Company's working capital assets and identified immovable properties, along with personal guarantees from the promoters/guarantors.

Allottee

The NCDs were allotted to True North Credit Opportunities Fund I.

B. Disclosure of Orders Passed by Regulators or Courts or Tribunal

Company Petition No. 306(MB)/2023, filed before the Hon'ble National Company Law Tribunal, Mumbai Bench, alleging oppression and mismanagement, was amicably resolved through a mutual settlement among the promoters.

The Consent Terms were executed on April 19, 2025, following which a Withdrawal Memo was filed on May 9, 2025.

The Hon'ble NCLT disposed of the petition in terms of the settlement. The settlement has since been fully implemented, and the proceedings stand concluded.

C. Director's Responsibility Statement:

In terms of Section 134(5) of the Act, in relation to the audited financial statements of GEE Limited for the financial year

ended 31 st March, 2026, the Board of Directors 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 st March, 2026 and of the profit/loss of GEE Limited for the 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.

D. Disclosure Regarding Internal Complaints Committee:

The Company has constituted an Internal Complaints Committee and adopted a Policy on Prevention of Sexual Harassment

in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended March 31,2026, no complaints were received under the Act.

E. Disclosure Regarding Obligation of Company Under the Maternity Benefit Act, 1961:

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 permanent women employees (except contractual, temporary, trainees) are covered under this system.

F. Particular of Remuneration of Director's, KMP's and Employees:

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 per Annexure- V .

G. Management Discussion and Analysis Report:

I n 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.

H. Corporate Governance:

The Company is committed to adopting and adhering to the highest standards of corporate governance to enhance longterm shareholder value while safeguarding the interests of all stakeholders.

The Company ensures timely and accurate disclosure of information relating to its operations, performance, leadership, and governance practices.

In compliance with Regulation 34(3) read with Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report is annexed as Annexure-VII and forms part of this Board Report.

I. Disclosure Under Section 43(A)(II) of the Companies Act, 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 Under Section 54(1)(D) of the Companies Act, 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.

K. Disclosure Under Section 62(1)(B) of the Companies Act, 2013:

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.

L. Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

M. Statement of Deviation or Regulation

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. Suspension of Trading

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

O. Failure to Implement any Corporate Action

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

6. COMPLIANCES WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) relating to Meetings of Board, its Committees and General Meetings, respectively.

7. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE 2016.

No application has been made under the insolvency and Bankruptcy, 2016 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.

8. DETAILS OF ONE TIME SETTLEMENT WITH THE BANKS

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.

9. ACKNOWLEDGEMENTS AND APPRECIATION:

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

For and on behalf of the Board of Directors of GEE LIMITED