Reference: Reconciliation of Share Capital Audit Certificate for the quarter ended December 31, 2018.

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1 GHCL Limited 'Is January 5, 2019 National Stock Exchange of India Limited "Exchange Plaza" Sandra - Kurla Complex, Sandra (E), Mumbai NSE Code: GHCL ql1r. tso1q~ - 3t'11qf<QI fcrst;jr <('tll'"q(1 ~ol9" BSE Limited Corporate Relationship Department, 1st Floor, New Trading Ring, Rotunda Building, P.J. Towers, Dalal Street, Fort, Mumbai BSE Code: Dear Sir/Madam, Reference: Reconciliation of Share Capital Audit Certificate for the quarter ended December 31, Pursuant to Regulation SSA of the SEBI (Depositories and Participants) Regulations, 1996 [corresponding to new Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018], please find enclosed herewith the Reconciliation of Share Capital Audit (earlier known as Secretarial Audit) Report for the quarter ended December 31, 2018 on the reconciliation of capital issued, listed and capital held in dematerialized form etc. issued by Company Secretary in practice. Kindly take note of the same. Thanking you Yours faithfully For GHCL Limited ~~- Bhuwneshwar Mishra Sr. General Manager & Company Secretary GHCL House, B-38, Institutional Area, Sector-1, Noida (U.P.) India. Ph. : , , Fax : , CIN : L241OOGJ1 983PLC006513, ghclinfo@ghcl.co.in, Website : mm Regd. Office : GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad ISO ISO II.. - A Dalmia Brothers Enterprise REGISTERED REGISTERED

2 B.Com,ACS 2-/5 To Board of Directors GHCL Limited GHCL House, Opp. Punjabi Hall, Near Navrangpura, Ahmedabad. CERTIFICATE We have examined the Register of Members, beneficiary details furnished by the Depositories and records/documents being maintained by GHCL Limited and Link lntime India Private Limited, its Registrar and Share Transfer Agents for issuing this certificate, in accordance with the circular D & CC/FITTC/CIR-16/2002 dated December 31, 2002 and circular No. CIR/MRD/DP/30/2010 dated September 6, 2010 issued by the Securities and Exchange Board of India. In our opinion and to the best of our information and according to the explanations given to us and based on such verification as considered necessary, we hereby certify the Reconciliation of Share Capital Audit Report annexed herewith (in the format prescribed by The Stock Exchange, Mumbai) for the quarter ended 31st December, Place : Mumbai Date : January 3, 2019 ~

3 ~andhya Borase 501 / 80, Ranjiv, Sher-E Punjab Society, Mahakali Caves Road, Andheri (E), Mumbai Tel. : sborase@gmail.com 3/s Reconciliation of Share Capital Audit Report I For Quarter Ended : 31st December, 2018 ISIN : INE 539AOI019 Face Value : Rs.10 each Name of the Company : GHCL Limited Registered Office Address : "GHCL House", Opp. Punjabi Hall, Near Navrangoura, Navrangpura, Ahmedabad, (Gujarat) Correspondence Address : B 38, Institutional Area, Sector 1, Noida (UP) Telephone & Fax No. : Address : secretarial@ghcl.co.in 9. Names of the Stock Exchange where the Company's securities are listed BSE Limited (BSE) National Stock Exchange of India Limited (NSE) JO. 11. Number of shares % of total Issued capital Issued Capital 9,80,28, % Listed Capital (Exchange 9,80,28,286 BSE wise) (as per Company records) 9,80,28,286 NSE Held in Dematerialised form 1,63, 73, in CDSL Held in Dematerialised form 7,89,21, in NSDL Physical 27,33, Total No. of shares 9,80,28, ( ) Reasons for difference, if Not Applicable any between (IO& 11 ), (10&15), (11&15) Certifying the details of change in share capital during the quarter under consideration as per Table below: "

4 11/s Particulars No. of Applied/ Listed on Whether Whether *** shares Not applied Stock intimated intimated ESOP 20,000 For listing exchange to CDSL to NSDL In principal approval YES YES YES YES pending for SE (Specify names) *** Rights, Bonus, Preferential issue, ESOP's, ESOP Amalgamation, Conversion, Buyback, Capital Reduction, Forfeiture, Any other (to specify) Register of Members is YES updated (Yes/No) If not updated upto which date Reference of previous quarter with regards to excess dematerialised shares if any Has the Company resolved Not Applicable Not Applicable the matter in point No.19 above in the current quarter? lfnot reason why? Mention the total no. of requests if any confirmed after 21 days and the total no. of requests pending beyond 21 days with the reasons for delay: * * The delay is calculated from the date of receipt of documents Total no. of demat No. of No. of Reasons for delay Requests Requests Shares Confirmed after 21 days NIL NIL ---- Pending for more than 21 NIL NIL ---- days 22. Name, Telephone & Fax No. of Compliance Officer Of the Co. : Mr. Bhuwneshwar Mishra Company Secretary and Compliance Officer Phone : Fax: I 5209

5 S/5' Name, Address, Tel. & Fax No. Regn. No. of the Auditor Appointment of common agency for share registry work Any other details that the auditor may like to provide ( e.g. BIFR Company, delisting from SE, Company changed its name etc.) : Ms.,, 50 I, Ranjiv, Plot No. 80, Sher E Punjab Society, Mahakali Caves Road, Andheri (East), Mumbai Tel : CP f yes, name & address : YES Link Intime India Private Limited (Formerly Intime Spectrum Registry Limited) C 101, 24 7 Park, LBS Marg, Vikhroli West, Mumbai Nomination and Remuneration Committee of the Company in its meeting held on October 31, 2018, had made allotment of 20,000 Equity Shares of Rs each to Three employees of the Company against conversion of Stock Options pursuant to GHCL ESOS In this regard, the Company got final Listing & Trading approval for said 20,000 equity shares from BSE Limited vide their letter dated November 12, (effective from November 13, 2018) and from NSE vide their letter dated November 12, 2018 (effective from November 13, 2018). Pursuant to above allotment of 20,000 Equity Shares, the Issued & Paid-up Capital of the Company stands increased to Rs. 98,02,82,860/ consisting of 9,80,28,286 equity shares of Rs. 10/ each from Rs. 98,00,82,860/- consisting of 9,80,08,286 equity shares of Rs. I 0/- each.