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GEE Ltd. Board/Management Information 2026

May 15, 2026

59306_rns_2026-05-15_c10a98a8-64fa-4b53-bb83-1e6bf1e12e62.pdf

Board/Management Information

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G WELD SEAL OF TRUST

To,
Listing & Compliance Department,
BSE Limited
1st Floor, P.J. Towers,
Dalal Street, Fort,
Mumbai: 400001

Date: 15.05.2026

Sub: Outcome of Meeting of Board of Directors held on Friday 15 May, 2026 pursuant to Regulation 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reference: GEE LTD (GEE) Scrip Code: 504028

Pursuant to the provisions of Regulation 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of the Company at its meeting held today i.e. Friday 15th May 2026 approved the following mentioned agendas:

  1. Appointment of Mrs. Sumedha More for the post of Company Secretary & Compliance Officer with effect from May 15, 2026. The profile is enclosed herewith as "Annexure I";
  2. Approved Audited Financial Results of the Company along with the Audit Report issued by M/s SAPD & Associates, Chartered Accountants, Statutory Auditors of the Company for the quarter and financial year ended March 31, 2026.

A copy of duly signed Audited Financial Results along with the Audit Report issued by M/s SAPD & Associates, Chartered Accountants, Statutory Auditors of the Company and Declaration of Audit Reports with unmodified opinion is enclosed and marked as "Annexure II".

  1. To take note of Resignation tendered by Ms. Seema Vyas from the position of Company Secretary and compliance Officer w.e.f 06th May, 2026.
  2. Re-appointment of M/s. A K Saraf & Co., Chartered Accountants as the Internal Auditor of the company for the FY 2026-27;
  3. Re-appointment of M/s. S. Chhaparia & Associates, as the Cost Auditor for the FY 2026-27 subject to ratification by shareholders of the Company at ensuing General Meeting; the brief profile of the said reappointment is enclosed herewith as "Annexure III";

Details required under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, pursuant to item no. 1, 4 & 5 is enclosed herewith.

The Meeting commenced at 04:00 P.M. and concluded at 07:35 P.M.

GEE Limited
REGISTERED OFFICE
Plot No. E-1, Road No.7,
Wagle Industrial Estate,
Thane 400 604, Maharashtra, India
P: +91-02225820619 | F: +91 22 2582 8938
W: www.geelimited.com
CIN: L99999MH1960PLC011879

KALYAN PLANT
Plot No. B-12 MIDC,
Kalyan Bhiwandi Road,
Saravli, Kalyan 421311, Thane,
Maharashtra, India
P: +91 25 2228 0358/281176/90
F: +91 25 2228 1199
E: [email protected]


G
GWELD
SEAL OF TRUST

The above information will also be made available on the Company's website i.e., www.geelimited.com.

We request you to take the same on record.

Thanking you,

Yours Sincerely,

For GEE Limited

UMESH
Digitally signed by
UMESH AGARWAI
Date: 2020.05.15
AGARWAI
21:46:28 +03'30'

Umesh Agarwal
Joint Managing Director
DIN: 01209962

Encl: As Above

GEE Limited
REGISTERED OFFICE
Plot No. E-1, Road No.7,
Wagle Industrial Estate,
Thane 400 604, Maharashtra, India
P: +91-02225820619 | F: +91 22 2582 8938
W: www.geelimited.com
CIN: L99999MH1960PLC011879

KALYAN PLANT
Plot No. B-12 MIDC,
Kalyan Bhiwandi Road,
Saravli, Kalyan 421311, Thane,
Maharashtra, India
P: +91 25 2228 0358/281176/90
F: +91 25 2228 1199
E: [email protected]


GWELD SEAL OF TRUST

Annexure-I

Details with respect to Change in Key Managerial Personnel (Appointment of Company Secretary and Compliance Officer) under Regulation 30 read with Part A of Schedule III of the Listing Regulations and SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November 2024

Appointment of Mrs. Sumedha More (Membership No: A69980) as Company Secretary and Compliance Officer of the Company w.e.f. 15th May, 2026.

S.No. Particulars Information of Such Events
1. Reason for Change viz. Appointment/ Resignation, Removal, Death or otherwise Appointment of Mrs. Sumedha Mahesh More (Membership No: A69980) as Company Secretary & Compliance Officer of the Company.
2. Date of Appointment / Cessation (as applicable) Term of Appointment 15th May, 2026
3. Brief Profile (In case of Appointment) She is an Associate Member of the Institute of Company Secretaries of India (ICSI) and has experience in handling the compliances under the Companies Act, 2013, Listing Regulation and other relevant laws related to the corporate sector.
4. Disclosure of Relationships between Directors (In case of Appointment of a Director) Mrs. Sumedha More is not associated with any directors/ promoters / key managerial personnel of the company.

GEE Limited
REGISTERED OFFICE
Plot No. E-1, Road No.7,
Wagle Industrial Estate,
Thane 400 604, Maharashtra, India
P: +91-02225820619 | F: +91 22 2582 8938
W: www.geelimited.com
CIN: L99999MH1960PLC011879
KALYAN PLANT
Plot No. B-12 MIDC,
Kalyan Bhiwandi Road,
Saravli, Kalyan 421311, Thane,
Maharashtra, India
P: +91 25 2228 0358/281176/90
F: +91 25 2228 1199
E: [email protected]


CA INDIA

SAPD & ASSOCIATES

CHARTERED ACCOUNTANTS

"Kankaria Estates"

6, Little Russel Street

7th Floor, Kolkata - 700 071

Phone : 4050-5850 / 5857

E-mail : [email protected]

Independent Auditor's Review Report on the Quarterly and Year to Date Audited

Financial Results of the Company Pursuant to the Regulation 33 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended

To

The Board of Directors of

GEE LIMITED

Report on the audit of the Financial Results

Opinion

We have audited the accompanying statement of quarterly and year to date Financial Results of GEE LIMITED ("the Company") for the quarter ended March 31, 2026, and for the year ended March 31, 2026 ("Statement"), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (the "Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, the Statement:

i. is presented in accordance with the requirements of the Listing Regulations in this regard; and
ii. gives a true and fair view in conformity with the applicable accounting standards and other accounting principles generally accepted in India, of the net profit and other comprehensive income and other financial information of the Company for the quarter ended March 31, 2026 and for the year ended March 31, 2026.

Basis for Opinion

We conducted our audit in accordance with the Standard on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Results" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Management's Responsibilities for the Financial Results

The Statement has been prepared on the basis of the annual financial statements. The Board of Directors of the Company are responsible for the preparation and presentation of the Statement that gives a true and fair view of the net profit and other comprehensive income of the Company and other financial information in accordance with the applicable accounting standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company

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and for preventing and detecting frauds and other irregularities selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Statement, the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
  • Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.

A


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter

The Statement includes the results for the quarter ended March 31, 2026 being the balancing figure between the audited figures in respect of the full financial year ended March 31, 2026 and the published unaudited year-to-date figures up to the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.

For SAPD & ASSOCIATES
Chartered Accountants
FRN: - 327271E

img-0.jpeg

CA Sankar Garg
Membership No.: 069240
UDIN: 26069240MRNNQA3730
Place: Kolkata
Date: The 15th day of May, 2026


GEE LIMITED CIN : L00000MH1060PLC011879 Registered office : Plot No. B-1, Road No. Wagle Ind. Estate, Thame - 400 604 Email : [email protected] Tel : 02523-200250, Fax : 02523-281199
Statement of Amidited Financial Results for the Quarter and year ended 31st March, 2026
Rs. in Lakhs (except earnings per share)
Sr. No. Particulars
31-Mar-26 31-Dec-25
Audited Unaudited
I. Revenue from operations
II. Other income
III. Total income (I+II)
IV. Expenses
Cost of Raw materials consumed
Purchase of Stock in Trade
Changes in inventories of finished goods, work-in-progress and stock-in-trade
Employee benefit expense
Finance costs
Depreciation and amortisation expense
Other Expenses
Total Expenses (IV)
V. Profit /(Loss) before exceptional items & Tax
VI. (III - IV)
VII. Less- Exceptional items
VIII. Profit /(Loss) after exceptional items before tax (V - VI)
Tax Expense
Current tax
Previous Year Tax
Deferred tax
IX. Profit/ (Loss) for the period (VII - VIII)
X. Other comprehensive income/(Expenses)-net of tax
XI. Total Comprehensive Income (IX + X)
XII. Paid-up equity share capital, Equity shares of Rs. 2/- Each (Face value of Rs.2 Per Share)
XIII. Other Equity Excluding Revaluation Reserve
Earnings per equity share (in Rs.)
Basic earnings/(loss) per share
Diluted earnings/ (loss) per share
Notes:
1. The above financial results ("the Statement") of GEE Limited ("the Company"), have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on the 15th day of May, 2026.
2. The above financials results have been prepared in accordance with the recognition and measurement principles laid down in the applicable Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013, as amended, read with relevant rules thereunder.
3. The Company operates mainly in one business segment viz., manufacturing and selling of welding consumables. As the Company has a single reportable segment, the segment wise disclosure requirement of Ind AS 108 on "Operating Segment" is not applicable.
4. The Company has allotted 51,00,000 convertible warrants on preferential basis at INR 80 per warrant (including premium of INR 76), pursuant to a special resolution passed at the EGM, in compliance with SEBI (ICDR) Regulations, 2018. The warrants carry no interest, dividend, or voting rights until conversion. Upfront consideration of INR 1,020.00 Lacs (25%) is classified under "Other Equity", with balance 75% receivable upon exercise.
5. During the quarter and year ended 31st March 2026, the Company issued 2,000 Senior, Secured, Redeemable, Unlisted, Unrated, Non-Convertible Debentures ("NCDs") of INR 1,00,000 each, aggregating INR 2,000.00 Lacs, at a coupon rate of 11% p.a., redeemable from February 2027 to February, 2029. The same have been accounted under Ind AS 109 using the amortised cost method at an EIR of 16.4596% p.a.
6. During the quarter and year ended 31 March 2026, the Company had sold its property and loss of INR 333.77 lacs on sale was recognised as an exceptional item.
7. Pursuant to Board Resolution dated 16th January, 2026 part of the Investment property was dispossed off via registered Sale Deed on 11th May, 2026. Accordingly, the same has been reclassified and presented separately as "Assets Held for Sale" under Ind AS 105, with associated liabilities disclosed separately on the face of the Balance Sheet.
8. The previous period figures have been restated, regrouped and rearranged wherever necessary to make them comparable with those of the current period figures.
9. The results would be uploaded and available for viewing on the Company's website www.geelimited.com and on the website of BSE Limited.
For Gee Limited
UNESH AGARHAM L UNESH L Dwech Agarwal Joint Managing Director DIN:01280962 Date : 15th May, 2026 Place : Thame

GER LIMITED CIN : L99999ME1960PLC011879 Registered office : Plot No. R-1. Road No. Vegle Ind. Estate. Thane - 400 604 Email : [email protected] Tel : 02522-280358. Fax : 02522-281199
Statement of Audited Assets and Liabilities as at 31st March, 2026
Rs. in Lakhs
Statement of Assets & Liabilities
Particulars As at March 31, 2026 As at March 31, 2025
Audited Audited
Asset
Non Current Assets
Property, Plant and Equipment 5,784.00 8,474.28
Capital work-in-progress 161.14 31.54
Investment Property 1,254.78 1,254.78
Other Intangible Assets 71.81 2.63
Right of Use Assets 5,644.35 5,804.16
Financial Assets
i) Investments 15.80 14.83
ii) Other Financial Assets 273.78 223.87
Other Non-Current Assets 1,008.51 333.90
Current Asset
Inventories 8,972.48 7,964.21
Financial Assets
i) Trade Receivables 5,503.81 4,376.12
ii) Cash and bank Equivalents 73.11 29.50
iii) Bank Balances other than (ii) above 7.07 366.58
iv) Loans 26.68 30.99
v) Other Financial Assets 73.88 23.45
Current Tax Asset (Net) 274.15 410.73
Other Current Assets 1,238.54 404.35
Assets held for Sale 1,163.06 1,163.06
Total Assets 31,546.96 30,908.99
Equity & Liabilities
Equity
Equity Share Capital 1,039.54 519.77
Other Equity 20,461.70 18,835.00
Total Equity 21,501.24 19,354.77
Non-Current Liabilities
Financial Liabilities
Borrowings 2,201.60 489.23
Provision 46.98 30.15
Deferred Tax Liabilities [Net] 115.98 11.75
Current Liabilities
Financial Liabilities
i) Borrowings 4,165.46 7,103.10
ii) Trade Payables
Total outstanding dues of micro and small enterprises 560.89 679.40
Total outstanding dues of creditors other than micro and small enterprises 1,441.04 1,735.82
iii) Other Financial Liabilities 122.39 191.18
Other Current Liabilities 501.49 462.28
Provision 307.24 304.77
Total Liabilities 9,463.87 10,927.67
Liabilities associated with Assets held for sale 581.85 626.55
Total Equity And Liabilities 31,546.96 30,908.99
For Gee Limited UMESH AGARWAL Digitally signed by UMESH AGARWAL Date: 2026.05.15 21:47:11 +02'00'
Umesh Agarwal Joint Managing Director DIN 01200062 Date: 15th May, 2026 Place : Thane

GEE LIMITED CIN: L99999MH1960PLC011879 Reg. Off: Plot No E-1, Road No 7, Wagle Industrial Estate, Thane, MH - 400604. Statement of Audited Cash Flow for the year ended 31st March 2026
Particulars Rs. In Lakhs
Year ended Year ended
March 31, 2026 March 31, 2025
Audited Audited
A Cash flows from operating activities:
Profit before tax 1,896.53 -1,196.39
Adjustments for:
Depreciation and Amortisation expenses 383.08 415.55
Impairment allowances of Doubtful Debts/ Advances -21.05 448.37
Finance Cost 846.07 890.95
Gratuity Provision 19.04 -
Loss/ (profit) on sale of Property, Plant and Equipment 348.62 (1.34)
Bad debts written off / (recovered) 20.60 26.54
Sundry Balances written back (0.75) (3.74)
Unrealised Foreign Exchange gain (net) 25.47 2.13
Dividend Income (0.16) (0.16)
Rent Income (6.00) (6.00)
Interest Income (68.25) (15.97)
Total 1,546.67 1,756.34
Operating profit before working capital changes 3,443.20 559.95
Adjustments for:
[Increase]/Decrease in Trade receivables (1,134.12) 177.94
[Increase]/Decrease in Inventories (1,008.27) 955.95
[Increase]/Decrease in Loans 4.32 (16.92)
[Increase]/Decrease in Other Assets (1,567.10) (259.99)
Increase/[Decrease] in trade payables (433.38) 29.51
Increase/[Decrease] in Other Liabilities and Provisions (1.27) 179.81
Total (4,139.82) 1,066.30
Cash generated from operations (696.62) 1,626.25
Income Tax Paid (net of refunds) (355.63) (250.00)
Net cash from operating activities (1,052.25) 1,376.25
B Cash flows from investing activities:
Purchase of Property, Plant and Equipment (1,280.99) (172.34)
Sale of Property, Plant and Equipment 3,044.20 15.83
Redemption/ (Investments) in Fixed deposits / Margin money (net) 359.51 (330.52)
Dividend Income 0.16 0.16
Rent Income 6.00 6.00
Interest Income 21.15 16.39
Net cash used in investing activities 2,150.03 (464.49)
C Cash flows from financing activities:
Proceeds/ (Repayment) of Long Term Borrowings 1,737.46 (93.91)
Proceeds/ (Repayment) of Short Term Borrowings (net) (2,927.43) 71.42
Proceeds from warrants 1,020.00 -
Expense pertaining to issue of warrants and bonus issue (16.27) -
Interest paid (867.92) (896.73)
Net cash used in financing activities (1,054.17) (919.23)
Net increase in cash and cash equivalents 43.61 (7.47)
Cash and cash equivalents at the beginning of the year 29.50 36.97
Cash and cash equivalents at the end of the year 73.11 29.50
Notes to the Cash Flow Statement
Cash and cash equivalents comprise of:
a Cash in Hand 2.21 9.37
b Balances with Banks 70.90 20.14
Total 73.11 29.50
For Gee Limited
UMESH AGARWAI Digitally signed by UMESH AGARWAI Date: 2026.05.15 21:47:24 +00'50'
Umesh Agarwai Joint Managing Director DIN 01209962 Date: 15th May, 2026 Place: Thane

GWELD
SEAL OF TRUST

DECLARATION

[pursuant to Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Pursuant to the requirement as specified by Regulation 33 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended by SEBI (Listing Obligation and Disclosure Requirements) (Amendment) Regulations, 2016 it is hereby declared that the Auditors Report for the Financial Year ended as on March 31, 2026 contains unmodified opinion as provided under the Independent Auditors’ Report which is attached herewith for your reference.

You are kindly requested to take the above declaration in your records.

For: GEE LIMITED

Payal Agarwal

PAYAL AGARWAL
(Chief Financial Officer)

Date: May 15, 2026

E Limited
ESTERED OFFICE
No E-1 Road No 7
Industrial Estate
400 504 Maharashtra, India
02225820619 | F +91 22 2582 8938
www.geelimited.com
99999MH1960PLC011879

KALYAN PLANT
Plot No B-12 MIDC.
Kalyan Bhowardi Road,
Sarasti, Kalyan 421311, Thane.
Maharashtra, India
P +91 25 2228 0358/281176/90
F +91 25 2228 1199
E [email protected]


GWELD
SEAL OF TRUST

ANNEXURE-III

Particulars Cost Auditor Internal Auditor
Name of Auditors M/s. S. Chhaparia & Associates, (Firm Registration No.: 101591) M/s. A K Saraf & Co., Chartered Accountants, (Firm Registration no. 325864E)
Reason for Change Viz, appointment, resignation, removal, death or otherwise Reappointment pursuant to Section 148 of the Companies Act, 2013 read with Rule 3 and Rule 4 of the Companies (Cost Records and Audit) Rules, 2014 as the Cost Auditor of the Company for FY 2026-27. Reappointment pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for FY 2026-27.
Date of Re-Appointment 15^{th} May, 2026 15^{th} May, 2026
Brief Profile (in case of appointment) Mr. Sachin Chhaparia, (Membership No.: 31134) Prop. of S CHHAPARIA & ASSOCIATES is a Practicing Cost Accountants and is in whole time practice since 2011. He is also a member of ICAI & ICSI. He has expert knowledge in the field of Cost Accounting, Company Law Matters, Income Tax & GST. A. K. Saraf & Co. is a Chartered Accountant firm providing a plethora of services in the fields of Auditing, Taxation, Accounting & Finance and Corporate Law matters.
Disclosure of relationships between directors (in case of appointment of director) Not Applicable Not Applicable

GEE Limited
REGISTERED OFFICE
Plot No. E-1, Road No.7,
Wagle Industrial Estate,
Thane 400 604, Maharashtra, India
P: +91-02225820619 | F: +91 22 2582 8938
W: www.geelimited.com
CIN: L99999MH1960PLC011879
KALYAN PLANT
Plot No. B-12 MIDC,
Kalyan Bhiwandi Road,
Saravli, Kalyan 421311, Thane,
Maharashtra, India
P: +91 25 2228 0358/281176/90
F: +91 25 2228 1199
E: [email protected]