GPT Infraprojects limited — AGM Information 2023

Jul 3, 2023

==> picture [78 x 22] intentionally omitted <==

GPT Infraprojects Limited

Regd. Office : GPT Centre, JC-25, Sector-III, Salt Lake, Kolkata – 700 106, India CIN: L20103WB1980PLC032872 Tel: +91-33-4050-7000 Fax: +91-33-4050-7999 Email: info@gptgroup.co.in Visit us: www.gptgroup.co.in

GPTINFRA/CS/SE/2023-24 July 03, 2023

The Department of Corporate Services, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street Mumbai – 400001

National Stock Exchange of India Ltd., Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051

Dear Sir/Madam,

Sub: Notice of the 43[rd] Annual General Meeting and Intimation of Book Closure

Ref.: Scrip Code – 533761, Scrip ID – GPTINFRA

With reference to the captioned subject, please find enclosed herewith the Notice of the 43[rd] Annual General Meeting (“AGM”) of the Company scheduled to be held on Thursday, July 27, 2023 at 3.00 p.m. IST through Video Conferencing / Other Audio-Visual Means (VC/OAVM).

Pursuant to Regulation 42 and 43 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Book of the Company will remain closed from Friday, July 21, 2023 to Thursday, July 27, 2023 (both days inclusive) for the purpose of payment of dividend and Annual General Meeting.

The dividend, if declared by the members at the AGM, shall be paid, subject to deduction of tax at source, the details are further explained in the Notice enclosed, within statutory time limit as under:-

• a) To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited and the Central Depository Services (India) Limited as of the close of business hours on Thursday, July 20, 2023;

• b) To all Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as of the close of business hours on Thursday, July 20, 2023.

Kindly take the aforesaid information on record and oblige.

Thanking you,

Yours faithfully,

For GPT Infraprojects Limited,

MOHIT Digitally signed by MOHIT ARORA ARORA Date: 2023.07.03 18:24:16 +05'30' Mohit Arora Company Secretary

Notice

GPT INFRAPROJECTS LIMITED

(CIN: L20103WB1980PLC032872) Registered Office: GPT Centre, JC-25, Sector-III, Salt Lake, Kolkata-700106, West Bengal (India) Tel: +91-33-4050-7000, Fax: +91-33-4050-7999,

E-mail: gil.cosec@gptgroup.co.in, visit us: www.gptinfra.in

NOTICE

OF THE 43[RD] ANNUAL GENERAL MEETING

Notice is hereby given that the 43[rd ] Annual General Meeting of GPT INFRAPROJECTS LIMITED will be held on Thursday, July 27, 2023 at 3.00 P.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to transact the following business:

AS ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements (Standalone & Consolidated) of the Company as at and for the year ended March 31, 2023 together with Reports of Board of Directors and Auditors thereon.

2. To confirm the payment of Interim Dividend on Equity Shares and to declare Final Dividend on Equity Shares for the financial year 2022-23.

3. To appoint a Director in place of Mr. Dwarika Prasad Tantia (DIN: 00001341), who retires by rotation and being eligible, offers himself for re-appointment.

4. To consider the Appointment of Agarwal Lodha & Co, Chartered Accountants (Firm Registration No. 330395E) as Joint Statutory Auditors of the Company and in this connection, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139,141,142 and other applicable provisions, if any, of the Companies Act, 2013,as amended read with the Companies (Audit & Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and pursuant to recommendations of the Audit Committee and the Board, approval of the members be and is hereby accorded for appointment of Agarwal Lodha & Co., Chartered Accountants (Firm Registration No. 330395E) ) as Joint Statutory Auditors of the Company, who have confirmed their eligibility for being appointed as Joint Statutory Auditors in terms of Section 141 of the Companies Act, 2013 and such other applicable Rules, to hold office from the conclusion of this Annual General Meeting till the Conclusion of 48[th] Annual General Meeting, at an annual remuneration / fees of H 5,00,000/- (Rupees Five lakhs only) plus out of pocket expenses and taxes as applicable from time to time, in connection with

Statutory Audit and/or continuous audit, with the power to the Board/ Audit Committee to alter and vary the terms and conditions of appointment, revision including upward revision in the remuneration during the tenure of five years and they shall conduct the audit along M S K A & Associates, Chartered Accountants (Firm Registration No. 105074W),who were appointed as the Joint Statutory Auditors of the Company to hold office till the Conclusion of 44[th] Annual General Meeting of the Company.”

“RESOLVED FURTHER THAT the Board of Directors and/ or the Company Secretary of the Company be and are hereby authorized to settle any question, difficulty or doubt, that may arise and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to the aforesaid resolution”.

AS SPECIAL BUSINESS:

1. To ratify the Remuneration of Cost Auditor and in this regard to consider and if thought fit to pass, with or without modification(s),the following resolution as an Ordinary Resolution:

2. “RESOLVED THAT pursuant to the provisions of Section 148(3) of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014, the remuneration of H 60,000 (Rupees sixty thousand only) plus taxes as may be applicable and reimbursement of reasonable out of pocket expenses as may be actually incurred by the firm, payable to S.K. Sahu & Associates, Cost Accountants (Membership No. 28234) of Kolkata appointed by the Board as Cost Auditors of the Company for the financial year 2023-24 be and is hereby ratified.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient for giving effect to the aforesaid resolution.”

1. Payment of Commission to Mr. Dwarika Prasad Tantia, Non -Executive Chairman of the Company:

Annual Report 2022-23 | 1

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Sections 197, 198 and Regulation 17(6)(ca) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations, 2018 (“Listing Regulations”) and other applicable provisions, if any, of the Companies Act, 2013(“the Act”) and Rules made there under, consent of the Company be and is hereby accorded to the payment of commission at a rate of 1% (One percent) of the net profits of the Company for the financial year 2023-24 to Mr. Dwarika Prasad Tantia, Non-executive Chairman of the Company, computed in the manner prescribed under Section 198 of the Act (which may exceeds fifty percent of total remuneration payable

to all Non- Executive Directors for the financial year 202324)”.

“RESOLVED FURTHER THAT the above remuneration shall be in addition to fees payable to him for attending the meetings of the Board or Committees thereof or for any other purpose whatsoever as may be decided/approved by the Board of Directors and reimbursement of various expenses incurred in performance of his duties including travelling and other out-of-pocket expenses as required from time to time.”

By Order of the Board of Directors

Mohit Arora Place: Kolkata Company Secretary Date: May 22, 2023 ACS 51590

Notes:

1. In pursuance to General Circular Nos. 14/2020, 17/2020, 20/2020, 02/2021, 02/2022, 10/2022 dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021 , May 05, 2022 and December 28, 2022 respectively issued by the Ministry of Corporate Affairs (‘MCA’) (collectively referred to as ‘MCA Circulars’) and Circular Nos. SEBI/HO/CFD/ CMD1/ CIR/P/2020/79 and SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated May 12, 2020 January 15, 2021 and Circular No. SEBI/ HO/CFD/PoD-2/P/CIR/2023/4 January 5, 2023 Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 issued by the Securities and Exchange Board of India (collectively referred to as ‘SEBI Circulars’) permitted the holding of the Annual General Meeting (‘AGM’) through VC/OAVM, without the physical presence of the Members in compliance with the provisions of the Companies Act, 2013 (‘the Act’), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘the Listing Regulations’), MCA Circulars and SEBI Circulars, the AGM of the Company is being held through VC/ OAVM which does not require physical presence of members at a common venue. The proceedings of the AGM will be deemed to be conducted at the Registered Office of the Company which shall be the deemed Venue of the AGM. The Link Intime India Private Limited (“LIIPL”) will be providing facility for voting through remote e-voting, for participation in the AGM through VC facility and e-voting during the AGM. The procedure for participating in the AGM through VC is explained hereunder and is also available on the website of the Company at www.gptinfra.in.

2. The relevant Statement pursuant to Section 102(1) of the Companies Act, 2013, setting out the material facts relating

to Special Businesses to be transacted at the AGM, as set out in this Notice, is annexed hereto.

Further, additional information pursuant to Regulations 26(4) and 36(3) of SEBI Listing Regulations and Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (ICSI), in respect of Directors seeking appointment / re-appointment at this AGM as mentioned in Item No. 3 of this AGM Notice is also annexed hereto.

1. Since this AGM is being held pursuant to the MCA Circulars through VC, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.

2. Corporate Shareholders intending to appoint their Authorized Representative(s) to attend the AGM, pursuant to Section 113 of the Companies Act, 2013, are requested to send to the Scrutinizer, LIIPL and the Company, a scanned certified true copy of the Board Resolution with attested specimen signature of the duly authorized signatory (ies) who are authorized to attend and vote on their behalf at the AGM. The said Resolution / Authorization shall be sent to the Scrutinizer by e-mail through its registered email address to daga.ashok@gmail.com with a copy marked to instameet@linkintime.co.in and gil.cosec@gptgroup. co.in.

3. The attendance of the Members attending the AGM through VC will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act,2013.

2 | GPT Infraprojects Limited

Notice

In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote.

1. In compliance with the aforesaid MCA Circulars and SEBI Circulars , the Notice of the AGM along with Annual Report 2023 are being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/DPs. Members may note that the Notice of the AGM and the Annual Report for the Financial Year 2023 has been uploaded on the website of the Company at www.gptinfra.in.The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www. bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of LIIPL (agency for providing the Remote e-Voting facility) i.e. www.linkintime.co.in.

2. Members can raise questions during the meeting or in advance at gil.cosec@gptgroup.co.in.However, it is requested to raise the queries precisely and in short at the time of meeting to enable to answer the same.

3. Members are requested to support “Green Initiative” by registering / updating their e-mail address (es) with the Depository Participant(s) (in case of Shares held in dematerialized form) or with Linkintime (in case of Shares held in physical form). Pursuant to Sections 101 and 136 of the Companies Act, 2013 read with the relevant Rules framed thereunder, companies can serve Annual Reports and other communications through electronic mode to those Members who have registered their e-mail address either with the Company or with the Depository Participant(s). Members holding shares in dematerialized form are requested to register (or update, in case of any change) their e-mail address with their Depository Participant(s), if not already registered / updated and Members holding shares in physical form are requested to register (or update, in case of any change) their e-mail address with RTA on kolkata@linkintime.co.in or gil. cosec@gptgroup.co.in,to enable the Company to send electronic communications.

4. Members holding shares in physical form are requested to intimate Registrar and Share Transfer Agent of the Company viz. Link Intime India Pvt. Limited, Unit: GPT Infraprojects Limited, Room Nos.: 502 & 503, 5[th] Floor, Vaishno Chamber, Kolkata – 700 001 for updating their registered address, email address, bank account details, NECS (National Electronic Clearing Services) mandate and changes therein, if any. Members holding shares in

electronic form are requested to update such details with their respective Depository Participants.

1. SEBI vide its latest Circular dated March 16, 2023, in supersession of earlier Circulars in this regard, has reiterated that it is mandatory for all holders of physical securities to furnish their PAN as well as other KYC documents to the RTA (Registrar and Share Transfer Agent) of the Company in respect of all concerned Folios. The Folios wherein even any one of the PAN, Address with PIN Code, Email address, Mobile Number, Bank Account details, Specimen Signature and Nomination by holders of physical securities are not available on or after October 01, 2023, such Folios shall be frozen by the RTA. SEBI has introduced Form ISR - 1 alongwith other relevant forms to lodge any request for registering PAN, KYC details or any change/ updation thereof. In terms of the aforesaid SEBI Circular, effective from January 01, 2022, any service requests or complaints received from the member, are not processed by RTA till the aforesaid details/ documents are provided to RTA. Members may also note that SEBI vide its Circular dated January 25, 2022 has mandated listed companies to issue securities in dematerialized form only while processing service requests viz. issue of duplicate securities certificates, claim from unclaimed suspense account, renewal/ exchange of securities certificate, endorsement, sub-division/ splitting of securities certificate, consolidation of securities certificates/ folios, transmission and transposition. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4. Relevant details and forms prescribed by SEBI in this regard including the mode of despatch are available on https://web.linkintime.co.in/KYC-downloads. html for information and use by the Shareholders. You are requested to kindly take note of the same and update your particulars timely.

2. ii) Members who are holding shares in demat mode are requested to notify any change in their residential address, Bank A/c details and/ or email address immediately to their respective Depository Participants.

3. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, July 21, 2023 to Thursday, July 27, 2023 (both days inclusive) for the purpose of Annual General Meeting and for determining the names of the Members eligible for final dividend on

Annual Report 2022-23 | 3

equity shares for the financial year ended March 31, 2023, if declared at the Annual General Meeting.

1. The Board of Directors at its meeting held on May 22, 2023, has recommended payment of final dividend on equity shares @ 15% H 1.50 per equity share for the financial year 2022-23.The dividend so recommended by the Board, if declared by the members at the Annual General Meeting, shall be paid within statutory time limit to those members (a) whose names appear as beneficial owners at the end of the business hours on July 20, 2023 in the list of beneficial owners to be provided by NSDL and CDSL in respect of shares held in electronic (demat) form and (b) whose names appear in the Register of Members of the Company on July 20, 2023, after giving effect to valid transmission/

transposition requests lodged with the Company as of the close of business hours on July 20, 2023.

1. Members may note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after April 01, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of Final Dividend, if declared by the Shareholders. In order to enable the Company to determine the appropriate TDS rate as applicable, Members are requested to submit the documents in accordance with the provisions of the Income Tax Act, 1961. The above referred Final Dividend will be paid after deducting the tax at source as follows:

Resident Shareholder:

==> picture [500 x 196] intentionally omitted <==

----- Start of picture text -----

Particulars Applicable Rate Documents required (if any)
With PAN 10 % Update/Verify the PAN, and the residential status as per Income Tax
Act, 1961 if not already done, with the depositories (in case of shares
held in demat mode) and with the Company’s Registrar and Transfer
Agents – Link Intime India Private Limited (in case of shares held in
physical mode).
Without PAN/Invalid PAN 20%
Submitting Form 15G/ Form 15H NIL Declaration in Form No. 15G (applicable to any person other than a
company or a firm) / Form 15H (applicable to an Individual who is 60
years and older), fulfilling certain conditions.
Submitting Order under Section 197 of the Rate provided in Lower/NIL withholding tax certificate obtained from tax authority.
Income Tax Act, 1961 (Act) the Order
An Insurance Company as specified under NIL Self-declaration that it has full beneficial interest with respect to the
Sec 194 of the Income Tax Act,1961) shares owned by it along with Self attested PAN.
Mutual Fund specified under clause (23D) of NIL Self-declaration that they are specified in Section 10 (23D) of the Income
Section 10 of the Income Tax Act, 1961 Tax Act, 1961 along with self-attested copy of PAN card and registration
certificate.
----- End of picture text -----*

• Notwithstanding the above, tax would not be deducted on payment of dividend to resident Individual shareholder, if total dividend to be paid in any financial year does not exceed H 5,000.

4 | GPT Infraprojects Limited

Notice

Non-Resident Shareholder:

==> picture [501 x 305] intentionally omitted <==

----- Start of picture text -----

Particulars Applicable Rate Documents required (if any)
Foreign Institutional Investors (FIIs) / 20% (plus None.
Foreign Portfolio Investors (FPIs) applicable
surcharge and
cess)
Other Non-resident shareholders 20% (plus Update/Verify the PAN and the residential status as per Income Tax Act,
applicable 1961, if not already done, with the depositories (in case of shares held
surcharge and in demat mode) and with the Company’s Registrar and Transfer Agents
cess) OR Tax – Link Intime India Private Limited (in case of shares held in physical
Treaty Rate mode).
(whichever is
In order to apply the Tax Treaty rate, ALL the following documents
lower)
would be required:
1) Copy of Indian Tax IdentifiWcation number (PAN).
2) Tax Residency Certificate (TRC) obtained from the tax authorities of
the country of which the shareholder is a resident.
3) Form 10F duly filled and signed (Format attached herewith).
4) Self-declaration from Non-resident, primarily covering the
following:
- Non-resident is eligible to claim the benefit of respective tax
treaty
- Non-resident receiving the dividend income is the beneficial
owner of such income
- Dividend income is not attributable/effectively connected to
any Permanent Establishment (PE) or Fixed Base in India.
Submitting Order u/s 197 (i.e. lower or NIL Rate provided in Lower/NIL withholding tax certificate obtained from tax authority.
withholding tax certificate) the Order
----- End of picture text -----**

** The Company is not obligated to apply the beneficial Tax Treaty rates at the time of tax deduction/withholding on dividend amounts. Application of beneficial Tax Treaty Rate shall depend upon the completeness of the documents submitted by the NonResident shareholder and review to the satisfaction of the Company.

The aforesaid documents, as applicable, should be sent to the RTA / Company on or before July 20, 2023 to enable the Company to determine the appropriate TDS rates. No communication on the tax determination/deduction received post July 20, 2023 shall be considered for payment of the Final Dividend. It is advisable to upload the documents at the earliest to enable the Company to collate the documents to determine the appropriate TDS rates.

No claim shall lie against the Company for such taxes deducted.

It may be further noted that in case the tax on said dividend is deducted at a higher rate in absence of receipt of the aforementioned details / documents from a Shareholder, there would still be an option available with such Shareholder to file the return of income and claim an appropriate refund, if eligible.

The Company shall arrange to e-mail the soft copy of TDS certificate to a Shareholder on its registered email ID in due course, post payment of the said Dividend. The tax credit can also be viewed in Form 26AS.

1. The Securities and Exchange Board of India (“SEBI”) has made it mandatory for all listed companies to use the Bank Account details furnished by the Depositories and the Bank Account details maintained by the RTA for payment of Dividend through Electronic Clearing Service (ECS) to investors wherever ECS and Bank details are available. In the absence of ECS facilities, the Company will print the Bank Account details, if available, on the payment instrument for distribution of Dividend. The Company will not entertain any direct request from Members holding shares in electronic mode for deletion of / change in such Bank Account details. Further, instructions if any, already given by them in respect of shares held in physical form will not be automatically applicable to shares held in the electronic mode. Members who wish to change such Bank Account details are therefore requested to advise their Depository Participant(s) about such change, with complete details of Bank Account.

2. Shareholders holding the shares in electronic mode may please note that their dividend would be paid through National Electronic Clearing System (NECS) or Electronic

Annual Report 2022-23 | 5

Clearing Services (ECS) at the available RBI locations or NEFT. The dividend would be credited to their bank account as per the mandate given by the Shareholders to their Depository Participant(s). In the absence of availability of NECS/ECS/NEFT facility, the dividend would be paid through warrants/ DDs and the Bank details as furnished by the respective Depositories to the Company will be printed on their dividend warrants/DDs as per the applicable Regulations. For Shareholders who have not updated their bank account details, Dividend Warrants / Demand Drafts will be sent to their registered addresses.

1. Member are requested to note that, dividends if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive yers or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority.

2. Relevant documents referred to in the Notice as well as annual accounts of the subsidiary, associates and joint ventures will be available for inspection by the members in electronic mode up to the date of the Annual General Meeting. The notice of 43[rd ] Annual General Meeting and Annual Report of your Company for Financial Year 2022-23 would also be made available on the Company’s website: www.gptinfra.in.

3. Register of Directors and Key Managerial Personnel of the Company and their respective shareholding maintained under Section 170 and register of Contracts and arrangements in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the members in electronic mode. Members can inspect the same by sending an e mail to gil.cosec@gptgroup.co.in.

4. Shareholders can avail the facility of nomination in respect of shares held by them in physical form, pursuant to the provisions of Section 72 of the Companies Act, 2013 read with the Rules framed thereunder. Members desiring to avail of this facility may send their nomination in the

prescribed Form No. SH-13 duly filled in to RTA. Members holding shares in electronic form may contact their respective Depository Participants for availing this facility.

1. Shareholders are requested to send in their queries at least a week in advance to the Company Secretary at gil.cosec@ gptgroup.co.in to facilitate clarifications during the AGM.

2. The venue of the AGM shall be deemed to be the Registered Office of the Company at GPT Centre, JC 25, Sector- III, Salt Lake, Kolkata – 700 106.

3. INSTRUCTIONS FOR E-VOTING AND JOINING THE AGM:

VOTING THROUGH ELECTRONIC MEANS

• a) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs (MCA), the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Link Intime India Private Limited (LIIPL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a Shareholder using remote e-voting system as well as venue voting on the date of the AGM will be provided by LIIPL.

• b) The Shareholders who wish to cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again, and if casted again, then the same will not be counted.

• c) The remote e-voting period commences on Monday, July 24, 2023 (at 9.00 a.m. IST) and ends on Wednesday, July 26, 2023 (at 5.00 p.m. IST). During this period, the Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date, i.e., Thursday, July 20,2023, may cast their votes by remote e-voting. The remote e-voting module shall be disabled by LIIPL for voting thereafter. Once the vote on a resolution is casted by the Shareholder, the Shareholder shall not be allowed to change it subsequently.

6 | GPT Infraprojects Limited

Notice

1. The voting rights of Members shall be in proportion to their share in the Paid-up Equity Share Capital of the Company as on the cut-off date i.e., July 20, 2023.

2. Any person, who acquires Shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at kolkata@linkintime.co.in. However, if he/she is already registered with LIIPL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

3. Instructions for shareholders to vote electronically:

Remote e-Voting Instructions for shareholders :

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

1. Individual Shareholders holding securities in demat mode with NSDL

2. Existing IDeAS user can visit the e-Services website of NSDL viz... https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login”” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period.

3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices. nsdl.com Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp

4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl. com either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL),

Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

1. Individual Shareholders holding securities in demat mode with CDSL

2. Existing users who have opted for Easi / Easiest, can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/ home/login or www.cdslindia.com and click on New System Myeasi.

3. After successful login of Easi/Easiest the user will be able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

4. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/ myeasi/Registration/EasiRegistration.

5. Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

6. Individual Shareholders (holding securities in demat mode) login through their depository participants

7. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

Login method for Individual shareholders holding securities in physical form is given below:

Annual Report 2022-23 | 7

Individual Shareholders of the company, holding shares in physical form as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Open the internet browser and launch the URL: https:// instavote.linkintime.co.in

2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

A. User ID: Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company.

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/ Company.

*Shareholders/ members holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

• Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

• Click “confirm” (Your password is now generated).

• Click on ‘Login’ under ‘SHARE HOLDER’ tab.

• Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon.

2. E-voting page will appear.

3. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

4. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote. Guidelines for Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia. com or contact at 022- 23058738 or 22- 23058542-43.

Individual Shareholders holding securities in Physical mode has forgotten the password:

If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https:// instavote.linkintime.co.in

• Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the

8 | GPT Infraprojects Limited

Notice

information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

In case shareholders/ members holding securities in physical mode/ Institutional shareholders have any queries regarding e-voting, they may refer the Frequently Asked Questions (‘FAQs’) and InstaVote e-Voting manual available at https:// instavote.linkintime.co.in, under Help section or send an email to enotices@linkintime.co.inor contact on: - Tel: 022 –4918 6000.

Process and manner for attending the General Meeting through InstaMeet:

1. Open the internet browser and launch the URL: https:// instameet.linkintime.co.in

2. Select the “Company” and ‘Event Date’ and register with your following details: -

3. A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No

4. Shareholders/ members holding shares in CDSL demat

5. account shall provide 16 Digit

Beneficiary ID

• Shareholders/ members holding shares in NSDL

• demat account shall provide 8 Character DP

ID followed by 8 Digit Client ID

• Shareholders/ members holding shares in physical

• form shall provide Folio Number registered with the Company

• B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/Company shall use the sequence number provided to you, if applicable.

• C. Mobile No.: Enter your mobile number.

• D. Email ID: Enter your email id, as recorded with your DP/Company.

• Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).

Please read the instructions carefully and participate in the meeting. You may also call upon the InstaMeet Support Desk for any support on the dedicated number provided to you in the instruction/ InstaMEET website.

Instructions for Shareholders/ Members to Speak during the General Meeting through Insta Meet:

1. Shareholders who would like to speak during the meeting must register their request 3 days in advance with the company on the email id gil.cosec@gptgroup.co.in created for the general meeting.

2. Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.

3. Shareholders will receive “speaking serial number” once they mark attendance for the meeting.

4. Other shareholder may ask questions to the panellist, via active chat-board during the meeting.

5. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Instructions for Shareholders/ Members to Vote during the General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer/ moderator during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

Annual Report 2022-23 | 9

1. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on ‘Submit’.

3. After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

4. Cast your vote by selecting appropriate option i.e. “Favour/ Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/ Against’.

5. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.

6. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders/ Members, who will be present in the General Meeting through InstaMeet facility and have not

casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@ linkintime.co.in or contact on: - Tel: 022-49186175.

Guidelines to attend the AGM proceedings of Link Intime India Pvt. Ltd.: InstaMEET

For a smooth experience of viewing the AGM proceedings of Link Intime India Pvt. Ltd. InstaMEET, shareholders/ members who are registered as speakers for the event are requested to download and install the Webex application in advance by following the instructions as under:

• a) Please download and install the Webex application by clicking on the link https://www.webex.com/downloads.html/

==> picture [500 x 199] intentionally omitted <==

10 | GPT Infraprojects Limited

Notice

1. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 02/2021 dated January 13, 2021, May 05, 2022 and MCA circular No. 10/2022 dated December 28, 2022.

Other Instructions:

• (i) The results of the e-voting will be declared not later 2 working days of conclusion of the AGM.

• (ii) The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date July 20, 2023.

• (iii) A copy of this notice has been placed on the website of the Company and the website of LIIPL.

• (iv) Mr. Ashok Kumar Daga, Practicing Company Secretary (Certificate of Practice Number 2948) has been appointed as the scrutinizer for conducting the e-voting process in a fair and transparent manner.

• (v) The Scrutinizer shall after the conclusion of voting through Video Conferencing , will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

• (vi) The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.gptinfra.in and on the website of LIIPL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to concerned stock exchanges where the company’s shares are listed.

• (vii) Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting, i.e. Thursday, July 27, 2023.

• DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT/APPOINTMENT VIDE ITEM NO. 3 in pursuance of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

==> picture [484 x 250] intentionally omitted <==

----- Start of picture text -----

Name of the Director Mr. Dwarika Prasad Tantia
DIN 00001341
Date of Birth and Age 27 [th] May,1954/69 Years
Date of Appointment on the Board 15.05.2004
Qualifications B.Com(Hons)
Experience and Expertise Mr. Dwarika Prasad Tantia is the Non-executive Chairman and Promoter of the Company.
He is a B. Com (Hons) Graduate with more than 45 years of business experience. He
pioneered the Company’s entry into the sleeper business and its eventual foray into
international markets. As Group Founder & Chairman, Mr. Dwarika Prasad Tantia sets
the overall direction and vision of the Company’s businesses and projects and also its
CSR initiatives. He is the Honorary Consul of Republic of Ghana in Kolkata.
Shareholding in GPT Infraprojects 13,30,200 Equity Shares
Limited
Disclosure of relationship between Mr. Dwarika Prasad Tantia is the father of Mr. Atul Tantia, Executive Director & CFO and
directors inter-se Mr. Vaibhav Tantia, Director & COO of the Company.
Names of Listed entities in which Directorship:
the person also hold the directorship None
and membership of committees of Membership:
the Board #
None
----- End of picture text -----

Note: Excludes Directorships in Private Limited Companies and Foreign Companies.

Annual Report 2022-23 | 11

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (“the Act”)

Item No. 4

Though not statutorily required, the following is being provided as an additional information to the Members as required by amended SEBI (LODR) Regulations.

S N Khetan & Associates, Chartered Accountants, the Joint Statutory Auditors of the Company were appointed for a period of five years at the 38[th] Annual General Meeting (AGM) held on August 21, 2018. In terms of their appointment made at the 38[th ] AGM, they are holding office of the Statutory Auditors up to the conclusion of 43[rd ] AGM of the Company and their tenure has expired.

Based on the recommendation of Audit Committee, the Board further recommended the appointment Agarwal Lodha & Co, Chartered Accountants (Firm Registration No. 330395E) as Joint Statutory Auditors in place of S N Khetan & Associates, Chartered Accountants (Firm Registration No. 325653E), to hold office from the conclusion of this Annual General Meeting till the Conclusion of 48[th] Annual General Meeting at a remuneration of H 5,00,000 plus out of pocket expenses, taxes and other applicable expenses in connection with Statutory Audit and/or continuous audit. The power may be granted to the Board/Audit Committee to alter and vary the terms and conditions of appointment, revision including upward revision of the remuneration for remaining tenure during the proposed tenure of five years. Agarwal Lodha & Co. will conduct audit along with M S K A & Associates, Chartered Accountants (Firm Registration No. 105074W), who were appointed as the Joint Statutory Auditors of the Company to hold office till the Conclusion of 44[th] Annual General Meeting of the Company.

The details required to be disclosed under provisions of Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

outgoing auditor along with the rationale for such change: Remuneration of H 5,00,000 plus GST and out of pocket expenses if any.

• D. Basis of recommendation for appointment: The Board of Directors and Audit Committee have considered various evaluation criteria with respect to skillset, governance & competences and recommend their appointment to the Shareholders of the Company.

• E. Credentials of the Statutory Auditors proposed to be appointed: Agarwal Lodha & Co, Chartered Accountants (Firm Registration No. 330395E). With a team of 5 partners along with a highly experienced team of over 30 associates, semi qualified professionals and full-time employees they also have a good mix of partners having done DISA/CISA, FAFD (Forensic Audit Fraud Detection), FEMA, Course on Concurrent Audit and Valuation. They have Rich exposure to Audits and Inspection of various Industry sectors and their Firm has been empaneled by various banking Agency for many services.

Agarwal Lodha & Co have provided confirmation that they have subjected themselves to peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the 'Peer Review Board of ICAI'. The Company has received their eligibility and willingness for their proposed appointment for the period from conclusion of the 43[rd ] Annual General Meeting upto the conclusion of 48[th] Annual General Meeting of the Company.

None of the Directors, Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution set out at item No. 4 of the Notice.

The Board recommends the Ordinary resolution set out in Item No. 4 of the Notice for approval of the members.

Item No. 5:

• A. Proposed fees payable to the statutory auditor(s): H 5,00,000 plus applicable taxes and reimbursement of travelling and other out-of-pocket expenses actually incurred by them in connection with the audit of accounts of the Company.

• B. Terms of appointment: Appointment as Joint Statutory Auditors of the Company from conclusion of 43[rd] AGM up to conclusion of 48[th] AGM to carry out Audit of the Financial Statements and Annual Financial Results (Standalone & Consolidated) of the Company and Limited Review of the Unaudited Quarterly Financial Results of the Company (Standalone & Consolidated). All other terms of appointment shall be as per Letter of Engagement.

• C. In case of a new auditor, any material change in the fees payable to such auditor from that paid to the

The Board, on the recommendation of Audit Committee, has approved the reappointment and remuneration of S.K. Sahu & Associates, Cost Auditors of the Company to conduct the audit of cost records of the Company for the financial year 2023-24.

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors is required to be ratified by the members of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out in item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year 2023-24.

12 | GPT Infraprojects Limited

Notice

None of the Directors, Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution set out at item No.5 of the Notice.

The Board recommends the Ordinary resolution set out in Item No. 5 of the Notice for approval of the members

Item No. 6:

The Board of Directors at their meeting held on May 22, 2023 based on the recommendation of the Nomination and Remuneration Committee, recommend to the shareholders , the payment of commission at a rate of 1% of the net profit of the Company for the financial year 2023-24 to Mr. Dwarika Prasad Tantia, Chairman of the Company, in addition to the fees payable for attending meetings of the Board/Committee thereof and reimbursement of various expenses incurred in performance of his duties including travelling and other outof-pocket expenses as required from time to time. However, as per SEBI Notification dated May 9, 2018, effective from April 1, 2019, the approval of shareholders by special resolution shall be obtained every year, in case the annual remuneration payable to a single non-executive director exceeds fifty per cent of the total annual remuneration payable to all non-executive directors, giving details of the remuneration thereof. The Commission payable to Mr. Dwarika Prasad Tantia, Chairman of the Company may exceed 50% of the total annual remuneration payable to all non-executive directors during the Financial Year 2023-24.

The Board keeping in view of his wide experience and guidance to the Company in day to day business and in the best interest of the Company, recommends the special resolution as set out in Item No.6 of the Notice for approval of the members.

Save and except Mr. Dwarika Prasad Tantia, Mr. Atul Tantia, and Mr. Vaibhav Tantia, none of the Directors and Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested, financially or otherwise, in the special resolution at Item No.6 of the Notice .

Mr. Dwarika Prasad Tantia, Mr. Atul Tantia and Mr. Vaibhav Tantia holds 13,30,200, 12,69,824 and 11,00,000 equity shares respectively as on date. However, being interested, they shall abstain themselves from voting on the resolution.

Information required to be disclosed under the provisions of the Second Proviso to Section-II, Part-II of Schedule V of the Act is as follows:

• i. the proposed remuneration has been approved by a Resolution of the Nomination and Remuneration Committee as well as the Board;

• ii. the Company has not committed any default in payment of dues to any bank or public financial institution or non-convertible debenture holders or any other secured creditor;

• iii. a Special Resolution is being passed at the forthcoming Annual General Meeting for payment of the remuneration for a period not exceeding one year;

Annual Report 2022-23 | 13

iv. a statement containing specified information is set out hereunder: -

I. GENERAL INFORMATION

Name Nature of industry

Date or expected date of commencement of commercial production

Mr. Dwarika Prasad Tantia

GPT Infraprojects Limited’s business is divided primarily into two divisions:

(i) The Infrastructure Division is involved in a variety of civil construction projects for infrastructure works such as railways, roads, bridges, airports, irrigation, power and urban infrastructure.

(ii) The Concrete Sleeper Division is involved in the manufacture of concrete sleepers and transfer of concrete sleeper technology for railway systems in India and abroad.

Existing Company already commenced from 1982.

commercial production
In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus	Not Applicable	(HIn Lakhs, except per share data)
Financial performance based on given indicators Foreign investments or collaborators, if any	Particulars Earnings before Interest Tax, Dep.(EBITA) Profit/(loss) before Tax(PBT) Profit after Tax (PAT) Add: Other Comprehensive Income Net profit attributable to the owners of the Company. Profit and loss brought forward Amount available for appropriation Earnings per Share: Basic Diluted	Standalone		Consolidated
		2022-23	2021-22	2022-23	2021-22
		9637.93	8,849.82	9206.92	8,791.77
		4,651.41	3,573.49	3720.16	3,220.78
		3,456.77	2,472.68	2,976.66	2,293.99
		1.84	(9.18)	(14.34)	(80.48)
		3,458.63	2,463.50	3,139.69	2,434.01
		13784.44	12,048.09	16677.55	14,970.69
		17243.07	14,511.59	19817.24	17,404.70
		5.94	4.25	5.40	4.19
		5.94	4.25	5.40	4.19

14 | GPT Infraprojects Limited

Notice

==> picture [483 x 565] intentionally omitted <==

----- Start of picture text -----

Foreign investments or collaborators, if any The Company has 3 foreign Subsidiaries and 1 Associate. They are as
follows:
1) GPT Concrete Products South Africa (Subsidiary): GPT Infraprojects
Limited had invested in 27,000 Ordinary Shares of ZAR 1 each of the
company i.e., 54% of the shares are held by the Company.
2) GPT Investments Private Limited, Mauritius (Subsidiary): GPT
Infraprojects Limited had invested in 20,00,000 Ordinary Shares of
UD$ 1 each of the company i.e., 100% of the shares are held by the
Company.
3) RMS GPT Ghana Limited (Subsidiary)- GPT Infraprojects Limited
had invested in 43,70,952 Equity shares of GHS 1 each of the
Company i.e. 60% of the shares are held by the Company.
The Company has also invested in 3,03,75,000 25% Cumulative
Redeemable Preference Shares of GHS 1 each of the Company.
4) GPT Transnamib Concrete Sleepers Pty, Limited, Namibia
(Associate): GPT Infraprojects Limited had invested in 46,25,000
Ordinary Shares of NAD 1 each of the company i.e., 37% of the
shares are held by the Company.
II. INFORMATION ABOUNT THE APPOINTEE
Background details Mr. Dwarika Prasad Tantia is the Non-executive Chairman and Promoter
of the Company. He is a B. Com (Hons) Graduate with 45 years of
experience in the Business of the Company. As Group Founder &
Chairman, Mr. Dwarika Prasad Tantia sets the overall direction and vision
of the Company’s business and projects. In particular, Mr. Dwarika Prasad
Tantia takes personal interest in international business development and
project execution, new business ventures and also CSR initiatives. He is
the Honorary Consul of Republic of Ghana in Kolkata.
Past remuneration Mr. Dwarika Prasad Tantia entitled for sitting fee for attending the Board
and Committee Meetings of the Company and was also entitled to a
Commission at a rate of 1% of net profits of the Company for the Financial
year 2022-23, as approved by the shareholders of the Company at their
meeting held on July 28, 2022.
Job profile and his suitability To supervise the business of the Company and chair the Board meetings
of the Company.
Accordingly, Mr. Dwarika Prasad Tantia, with his knowledge,
qualification, expertise & experience is best suited to the said position of
Chairman of the Company.
Remuneration proposed It is as appearing in the proposed resolution under item No. 6
Comparative remuneration profile with respect The proposed remuneration payable to Mr. Dwarika Prasad Tantia is
to industry, size of the company, profile of the commensurate with the remuneration paid to a Chairman of the said
position and person (in case of expatriates the profile in respect to the similar industry and size of the Company.
relevant details would be w.r.t. the country of his
origin)
----- End of picture text -----

Annual Report 2022-23 | 15

Pecuniary relationship directly or indirectly with the company, or relationship with the managerial

Mr. Dwarika Prasad Tantia is the father of Mr. Atul Tantia, Executive Director & CFO and Mr. Vaibhav Tantia, Director & COO of the Company.

Pecuniary relationship directly or indirectly with the company, or relationship with the managerial	Mr. Dwarika Prasad Tantia is the father of Mr. Atul Tantia, Executive Director & CFO and Mr. Vaibhav Tantia, Director & COO of the Company.
	Mr. Dwarika Prasad Tantia, Mr. Atul Tantia and Mr. Vaibhav Tantia holds 13,30,200, 12,69,824 and 11,00,000 equity shares respectively as on date. He is also director of the following Companies:- 1. GPT Healthcare Limited 2. GPT Sons Pvt. Limited 3. GPT Concrete Products South Africa (Pty.) Ltd., South Africa
III. OTHER INFORMATION
Reasons of loss or inadequate profits	Not Applicable
Steps taken or proposed to be taken for improvement	Not Applicable
Expected increase in productivity and profits in measurable terms	The Company is constantly working towards increasing its activities and this would bring about a gradual increase in turnover due to better utilization of its resources resulting in improved profitability.
IV. DISCLOSURES

The following disclosures are mentioned in the Board of Director’s report under the heading “Corporate Governance Report” of the Company forming part of the Annual Report 2022-23 :

• (i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc. of all the directors;

• (ii) Details of fixed component and performance linked incentives along with the performance criteria;

• (iii) Service contracts, notice period, severance fees;

• (iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

REQUEST TO MEMBERS

Members desirous of getting Information / Clarification on the Accounts and Operations of the company or intending to raise any query are requested to forward the same at least 7 days in advance of the meeting to the Company Secretary at the office address so as the same may be attended appropriately.

By Order of the Board of Directors

Place: Kolkata Date: May 22, 2023

Mohit Arora Company Secretary ACS 51590

16 | GPT Infraprojects Limited