Shareholders meeting

32nd ANNUAL REPORT 2025-26 GENERIC ENGINEERING CONSTRUCTION AND PROJECTS LIMITED Registered Office: 201 & 202, Fitwell House, 2nd Floor, Opp Home Town, LBS Road, Vikhroli West, Mumbai – 400083 CIN: L45100MH1994PLC082540 Email Id cs@gecpl.com Website: www.gecpl.com Phone No. 022-25780272 NOTICE NOTICE is hereby given that the 32nd Annual General Meeting (“AGM”) of the members of Generic Engineering Construction and Projects Limited For the F.Y. 2025-26 will be held on Monday, 30th November, 2026 at 11:00 A.M through Video Conferencing (‘VC’)/ Other Audio- Visual Means (‘OAVM’) to transact the following business. The Deemed Venue of the meeting shall be the Registered Office of the Company situated at 201 & 202, Fitwell House, 2nd Floor, Opp. Home Town, LBS Road, Vikhroli (West), Mumbai City – 400083, Maharashtra, India. ORDINARY BUSINESS: 1. To consider and adopt (a) the audited financial statement of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2026 and the report of Auditors thereon and in this regard, to consider and if thought fit, to pass the following resolutions as Ordinary Resolutions: a. “RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted.” b. “RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended March 31, 2026 and the report of Auditors thereon, as circulated to the members, be and are hereby considered and adopted.” 2. To appoint Mrs. Shital Laxmikant Lokhande (DIN 11163063), who retires by rotation, as a Whole Time Director and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mrs. Shital Laxmikant Lokhande (DIN 11163063), who retires by rotation at this meeting, be and is hereby appointed as a Whole Time Director of the Company. SPECIAL BUSINESS: 3. To ratify the remuneration payable to M/s. Ashish Deshmukh & Associates, Cost Auditors of the Company for the financial year 2026-27 and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, the remuneration payable to M/s. Ashish Deshmukh & Associates, Cost Accountants (Firm Registration No. 101507) appointed by the Board of Directors as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31 March, 2027 amounting to 1,25,000 together with the applicable taxes and re-imbursement of out of pocket expenses incurred in connection with the aforesaid audit be and is hereby ratified and 32nd ANNUAL REPORT 2025-26 confirmed”. 4. To approve Material Related Party Transactions of the Company and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”), the applicable provisions of the Companies Act, 2013 (“Act”) read with rules made thereunder, other applicable laws / statutory provisions, if any, (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the Company’s Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and basis the approval of the Audit Committee and recommendation of the Board of Directors of the Company, approval of the members of the Company be and is hereby accorded to the Company to enter into and / or continue to enter into Material Related Party Transaction(s)/ Contract(s)/ Arrangement(s)/ Agreement(s) (whether by way of an individual transaction or transaction taken together or series of transactions or otherwise) specified under Regulation 2(1)(zc) of the Listing Regulation with related parties falling within the definition of ‘Related Party’ under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, as more specifically set out in Table nos. A1 to A7 in the explanatory statement to this resolution on the respective material terms & conditions set out in each of Table nos. A1 to A7; RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee of the Board and any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary contract(s), arrangement(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel or any officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.” By Order and on behalf of the Board of Directors of Generic Engineering Construction and Projects Limited SD/- Manish Patel Managing Director DIN: - 00195878 Place: - Mumbai Date: - November 03, 2026 Registered Office Address: 201 & 202, Fitwell House, 2nd Floor, Opp Home Town L B S Road, Vikhroli (West), Mumbai – 400083, Maharashtra, India 32nd ANNUAL REPORT 2025-26 NOTES: 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”) setting out all material facts concerning the special business set out in the Notice is annexed hereto and forms part of this Notice. The Board of Directors of the Company at its meeting held on November 07, 2026 considered that the special business under Item No. 3 & 4 being considered unavoidable, be transacted at the 32nd Annual General Meeting (“AGM”) of the Company. 2. Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the Secretarial Standard 2 (“SS-2”) issued by Institute of Company Secretaries of India (“ICSI”) notified by the Ministry of Corporate Affairs (“MCA”), the details of Director seeking reappointment due to retirement by rotation are provided in the “Annexure-I” to the Notice. Directors have also furnished requisite disclosure under section 184 and other applicable provisions of the Act, including rules framed there under and the Listing Regulations. 3. The MCA vide its, Circular No. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 02/2022 dated 5th May 2022 and subsequent circulars issued in this regard the latest being 03/2025 dated September 22, 2025 and Securities and Exchange Board of India (“SEBI”) Circular No. SEBI/HO/CFD/CMD1/ CIR/ P/2020/79 dated May 12, 2020 read with SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated October 3, 2024 any other relevant circulars issued by MCA or SEBI (hereinafter collectively referred as “Applicable Circulars”) have permitted companies to hold their AGM through VC/OAVM without physical presence of [Showing first 8,000 characters — download PDF for full document]