Please refer attachment

Date: 18.08.2026 BSE Limited PJ Towers, Dalal Street Mumbai – 400 001 Dear Sir, Sub: Notice of the Annual General Meeting of the Company for the Financial year ended 31st March, 2026 We wish to inform you that the Annual General Meeting (AGM) of the Company for the year ended March 31, 2026 is scheduled to be held on Friday the 11th day of September 2026 at 12.30 P.M. through Video Conference (VC) / Other Audio Visual Means (OAVM). We enclose the Notice of the 34th AGM for your kind reference and record. The company has engaged Central Depository Services (India) Limited (“CDSL”) for providing E- Voting services and VC/OAVM facility for this AGM. Details of e-voting are as follows: Cut-off date for determining eligibility for Friday, 4th September, 2026 the remote e-voting & voting during the e-Voting start date and time Tuesday, 8th September 2026, at 9.00 A.M. e-Voting end date and time Thursday, 10th September 2026, at 5.00 P.M. This is for your kind information and records. Kindly acknowledge the receipt. Thanking you, Yours sincerely, For GYAN DEVELOPERS & BUILDERS LIMITED T Ashok Raj Managing Director Encl: a/a THIRTY FOURTH ANNUAL REPORT FOR THE YEAR ENDED 31ST MARCH 2026 GYAN DEVELOPERS AND BUILDERS LIMITED (CIN: L70101TN1992PLC022624) GYAN DEVELOPERS AND BUILDERS LIMITED CORPORATE INFORMATION (2025-26) BOARD OF DIRECTORS Mr. T. ASHOK RAJ - Managing Director Mrs. SUNITA MAHENDAR RAJ - Director & CFO Mr. NIHAL CHAND - Director (NEID) Mr. DALEL SINGH RATHORE* - Director (NEID) Ms. BELA PAREKH - Company Secretary & Compliance Officer *Appointed w.e.f 31.03.2026 STATUTORY AUDITORS - G C DAGA & Co Chartered Accountants Sri Balaji Complex, 14 Veerappan Street, II Floor Chennai – 600 001 Email id: cagcdaga@gmail.com CIN - L70101TN1992PLC022624 REGISTERED OFFICE - Gyan Kiran, Door No.6, Hanumantha Rao Street T.Nagar, Chennai – 600017 E-mail: gyandevelopers@yahoo.com BANKER - Tamil Nadu Mercantile Bank Ltd Chennai - 600 017 SHARE TRANSFER AGENT - M/s Integrated Registry Management Services Pvt. Ltd., Kences Towers, No.1 Ramakrishna St, North Usman Road, T. Nagar, Chennai – 600017 Ph: 28140801-03, Fax: 28142479 E-mail: corpserv@iepindia.com BSE SCRIP CODE NO. - 530141 ISIN - INE487G01018 TABLE OF CONTENTS PARTICULARS PAGE NO. NOTICE OF THE AGM 1-18 DIRECTORS’ REPORT & ANNEXURES 19-44 INDEPENDENT AUDITORS’ REPORT 45-58 FINANCIAL STATEMENT 59-82 GYAN DEVELOPERS AND BUILDERS LIMITED Regd Off: Gyan Kiran, Door No. 6, Hanumantharao Street, T. Nagar, Chennai – 600 017 CIN: L70101TN1992PLC022624 E-mail: gyandevelopers@yahoo.com NOTICE TO MEMBERS Notice is hereby given that the 34th ANNUAL GENERAL MEETING (“AGM”) of the Members of M/s. GYAN DEVELOPERS AND BUILDERS LIMITED (“Company”) will be held on Friday, the 11th day of September 2026, at 12.30 P.M. (IST) through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) to transact the following business(es): ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet as at 31.03.2026, the Profit and Loss Account and Cash flow statement of the Company for the period ending 31.03.2026 and the reports of the Directors and Auditors. "RESOLVED THAT the Audited Financial Statements of the Company for FY 2025-26 consisting of the Balance Sheet, the Statement of Profit and Loss, the Statement of Cash flow and the Notes forming part thereof together with the Auditors' Report and Board's Report thereon, as circulated to the Members of the Company, be and are hereby received, considered and adopted." 2. To appoint a Director in the place of Ms. Sunita, (DIN: 01751554), who retires by rotation and being eligible, offers herself for re-appointment. “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Ms. Sunita, (DIN: 01751554), Director, who retires by rotation and being eligible, offers herself for re-appointment, be and is hereby re-appointed as a Director of the Company.” SPECIAL BUSINESS: 3. Appointment of Mr. Dalel Singh Rathore (DIN: 10766167) as an Independent Director of the Company. To consider and if deemed fit, to pass, the following resolution as an ORDINARY RESOLUTION: GYAN DEVELOPERS AND BUILDERS LIMITED Regd Off: Gyan Kiran, Door No. 6, Hanumantharao Street, T. Nagar, Chennai – 600 017 CIN: L70101TN1992PLC022624 E-mail: gyandevelopers@yahoo.com “RESOLVED THAT pursuant to Section 149, 150, 152, read with Schedule IV and such other applicable provisions of the Companies Act, 2013 (the “Act”) and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Dalel Singh Rathore (DIN: 10766167) who was appointed as an Additional Director / Independent Director by the Board w.e.f. 31.03.2026 u/s 161 of the Act and who holds office upto the date of ensuing Annual General Meeting and in respect of whom the company has received a notice in writing proposing his candidature as a Director of the Company be and is hereby appointed as an Independent Director of the Company for a term of five years w.e.f. 31.03.2026 and shall not be liable to retire by rotation. FURTHER RESOLVED THAT Mr. T Ashok Raj, Managing Director (DIN: 00575471), be and is hereby authorized to do all such acts, deeds and things as may be deemed expedient in this regard on behalf of the Company. By Order of the Board For GYAN DEVELOPERS AND BUILDERS LIMITED Place: Chennai Date: 11.08.2026 Sd/- T. Ashok Raj Managing Director DIN: 00575471 NOTES 1. The Ministry of Corporate Affairs (“MCA”), Government of India has vide its Circular No. 03/2025 dated 22.09.2025 read with General Circulars No.20/2020 dated May 05, 2020 permitted the holding of the Annual General Meeting (“AGM”) through Video Conference (VC) / Other Audio Visual Means (OAVM), till further orders, in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated May 05, 2020. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) and the Circulars, the AGM of the Company is being held through VC / OAVM. GYAN DEVELOPERS AND BUILDERS LIMITED Regd Off: Gyan Kiran, Door No. 6, Hanumantharao Street, T. Nagar, Chennai – 600 017 CIN: L70101TN1992PLC022624 E-mail: gyandevelopers@yahoo.com 2. The attendance of the Members attending the AGM through VC / OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013. 3. Since the AGM will be held through VC / OAVM, the Route Map, Attendance Slip and Proxy Form are not attached to this Notice. 4. Though a Member, pursuant to the provisions of the Act, is entitled to attend and vote at the meeting, is entitled to appoint one or more proxies (proxy need not be a Member of the Company) to attend and vote instead of himself / herself, the facility of appointment of proxies is not available as this AGM is convened through VC / OAVM pursuant to the Circulars. 5. In case of joint holders attending the AGM, only such joint holder who is higher in the order of names as per the Register of Members of the Company will be entitled to vote during the AGM. 6. In terms of Section 102 of the Companies Act, 2013 and Secretarial Standard on General Meetings (SS-2), an explanatory statement setting out the material facts concerning business to be transacted at the AGM is annexed and forms part of this Notice. 7. Members are requested to intimate the changes in their respective mailing address either to the Company or RTA in case of shares held in physical form or to their respective Depository Participants (DPs) in case of shares held in dematerialized form. 8. The Securities and Exchange Board of India (SEBI) has recently mandated furnishing of PAN, KYC details (i.e., Postal Address with PIN Code, email address, mobile number, bank account details) and nomination details by holders of securities. SEBI has vide its amendment Cir [Showing first 8,000 characters — download PDF for full document]