Garuda Construction and Engineering Ltd Directors Report

(Rs in Lakhs)

Your Board takes pleasure in reporting that the Revenue from Operations of the Company for the Financial Year ended March 31, 2026 amounted to Rs. 53,071.52 Lakhs as against Rs. 22,503.01 Lakhs in FY 2024-25. the operations of the Company resulted in a net profit of Rs. 12,254.11 Lakhs for the FY 2025-26 as against Rs. 4,980.48 in FY 2024-25.

Consolidated

During the year under review, the Revenue from Operations of the Company on a consolidated basis amounted to Rs. 53,071.52 Lakhs as against Rs. 22,567.35 Lakhs in the previous fiscal. The operations resulted in a Comprehensive Income for the period of the company of Rs. 12,245.32 Lakhs as against Rs. 4,979.54 in the previous year.

The Board of Directors, after considering the financial performance and future requirements of the Company, has not recommended any dividend for the financial year ended March 31, 2026. Accordingly, no dividend has been declared or paid during the year under review.

During the year under review, the Company has earned a profit of Rs. 12,254.11/- Lakh during the financial year 2025-26, thus, profit is transferred to the reserves. Further, in consolidation the profit is around 12,249.33/- Lakhs.

Total Amount lying in the Standalone Reserve and Surplus account at the end of the year financial year is Rs. 40,780.05/- Lakhs and in consolidation reserve and surplus stood at Rs. 40,774.29/- Lakhs

During the financial year under review, the authorised share capital of the Company was increased from Rs. 50,00,00,000 (Rupees Fifty Crore only) divided into 10,00,00,000 (Ten Crore) equity shares of Rs. 5 (Rupees five only) each to Rs. 80,00,00,000 (Rupees Eighty Crores Only) by creation of additional 6,00,00,000 (Six Crore) equity shares of Rs. 5 (Rupees Five only) each with effect from 01^st December, 2025.

The paid-up Equity Share Capital of the Company as on March 31, 2026 was Rs. 46,52,08,710 (Rupees Forty-Six Crore Fifty-two Lakh Eight Thousand Seven Hundred Ten only) divided into 9,30,41,742 (Nine Crore Thirty Lakh Forty-one Thousand Seven Hundred Forty-two) Equity Shares of Rs.5/- each.

During the year under review, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 ("Act"). As on March 31, 2026, there were no deposits lying unpaid or unclaimed.

Details of Loans, Guarantees, Investments by the Company as of March 31, 2026 form part of the Notes to the financial statements provided in this Annual Report.

In accordance with the provisions of sub-section (3) of Section 129 of the Act and Regulation 34(2) of the SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

During the year under the review, the Company has 2 (two) Subsidiary Companies named

PKH Ayodhya Private Limited and PKH Projects LLP (as per Accounting Standards). Also, the Company has 1 (one) associate Company named UP World Trade Centre Private Limited.

The Company has formed an entity in Saudi Arabia which also intimated to stock exchanges; however, no investment has been made yet.

No other subsidiary, associate, or joint venture companies were incorporated or ceased during the year.

As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the Subsidiary Companies / Associate Companies/ Joint Venture Companies in the prescribed Form AOC-1 as Annexure-A is attached to the Financial Statements of the Company.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company, to the best of its knowledge and belief, hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2026, the applicable Accounting Standards have been followed and no material departures have been made from the same;

b) we have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on March 31, 2026;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) we have prepared the annual accounts for the financial year ended on March 31, 2026 on a going concern basis;

e) we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Directors

The Board composition of the Company as on March 31, 2026, was as under:

During the financial year, Mr. Krishnakumar Laxman Bangera was appointed as an Independent Director w.e.f. 01^st April, 2025 and Mr. Rajvirendra Singh Rajpurohit resigned as an independent director w.e.f. 01^st May, 2025.

After the end of financial year, Ms. Priyanka Yadav has resigned from the post of Independent Director w.e.f. 03^rd April, 2026 and Ms. Dhruti Harsh Satia has been appointed w.e.f. 21^st April, 2026.

Key Managerial Personnel

Details of Key Managerial Personnel of the Company as on March 31, 2026, are as under:

Declaration by Independent Directors

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the Independent Directors of the Company have also confirmed that they are in compliance with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee(s) of the Company.

Separate Meetings of Independent Directors:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board.

Boards opinion on Independent Director

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, the Board is of the opinion that Mr. Krishnakumar Laxman Bangera, who was appointed as an Independent Director of the Company during the financial year, possesses the requisite integrity, expertise, experience and proficiency required for the effective discharge of his duties and responsibilities as an Independent Director of the Company.

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The Board of Directors have adopted a Nomination and Remuneration Policy in terms of the provisions of sub-section (3) of Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The Policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel.

Board Evaluation

The Board has carried out an annual performance evaluation of its own performance, individual Directors and of its committees pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Board evaluation was conducted through a structured questionnaire designed based on the criteria for evaluation laid down by the Nomination and Remuneration Committee. In order to have a fair and unbiased view of all the Directors, the Company engaged the services of an external agency to facilitate the evaluation process.

A meeting of Independent Directors was held on March 16, 2026, chaired by Mr. Krishnakumar Laxman Bangera, Lead Independent Director for the meeting, to review the performance of the Chairman and other Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and the SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The feedback of the meeting was shared by Lead Independent Director with the Board of the Company. The action areas identified out of evaluation process have been discussed and are being implemented.

Meetings of the Board of Directors

During the year under review, the Board of Directors met thirteen times, details of which are provided below:

Committees of the Board

The Board has duly constituted committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Stakeholders Relationship Committee, which function according to their respective roles and defined scope.

Details of composition, terms of reference and number of meetings held during the financial year 2025-26 for all the Committees are given in the Corporate Governance Report.

12. NOMINATION AND REMUNERATIONPOLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors. The said policy is available on the Companys Website Website Link: https://garudaconstructionengineering.com/wpcontent/uploads/2023/09/7.-NRC-POLICYRemuneration-Policy-for-Directors.pdf

13. AUDITORS:

Statutory Auditors and Auditors Report

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s Agarwal Tibrewal & Co., Chartered Accountant (Firm Registration No. 328977E), had been appointed from the conclusion of the 14th Annual General Meeting held on Monday, 30th September, 2024 upto conclusion of the 19th Annual General Meeting which will held for the financial year ending 31st March, 2029 and to audit financial Statements of the Company from the Financial Year 2024-25 to 2028-29 for a term of first five consecutive years.

The Statutory Auditors Report for FY 2025-26 does not contain any qualifications, reservations, adverse remarks or disclaimers.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the SEBI Listing Regulations, M/s Ketan Vyas & Company, Company Secretaries, Peer Review No. 6867/2025, as Secretarial Auditor of the Company to fill the casual vacancy caused due to the resignation of Ms. Aakruti Somani, Practicing Company Secretary (Membership No. 54612 and COP No. 20395), were appointed as the Secretarial Auditors of the Company to hold office for a term of One Year, for FY 2025-26. The board has recommended appointment of Secretarial Auditor for 5 consecutive years from FY 2026-27 till FY 2030-31.

The Secretarial Audit Report in Form MR-3, for FY 2025-26, does not contain any qualifications, reservations or adverse remarks. The said Secretarial Audit Report is annexed to this Report as Annexure - B.

Internal Auditor

In terms of the provisions of Section 138 of the Act, M/s Mittal Agarwal & Company were re-appointed as the Internal Auditors of the Company for FY 2026-27.

Cost Auditor

The Cost Audit is not applicable to the Company.

Details in respect of Frauds Reported by Auditors under Section 143(12) of the Act

During the year under review, no frauds were reported by any of the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rules made thereunder.

DISCLOSURE ON MAINTENANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 as the same is not applicable to the Company.

14. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the CSR activities undertaken by the Company during the year under review are set out in Annexure - C of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. The CSR Policy is available on the website of the Company at https://garudaconstructionengineering.com/ As per the provisions of the Companies Act, 2013 and the Rules made thereunder, the Company was required to spend an amount of Rs. 111.36 Lakhs towards CSR activities during the financial year 2025 26.

15. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy and no such action is reported. The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a. No. of Complaints received: Nil b. No. of Complaints disposed off: Nil c. Pending beyond 90 days: Nil d. Disposed-off during FY 2025-26: Nil e. Pending as on March 31, 2026: Nil

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to provisions of Section 177(9) and (10) of the Act and the rules framed thereunder, Regulation 22 of the SEBI Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated the Whistle Blower Policy which is applicable to all employees and all other persons dealing with the Company to inter alia are proton acceptable proper practices and/or unethical practices and/or genuine concerns and to create awareness to report instances of leak of Unpublished Price Sensitive Information. The whistleblower shall address all the protected disclosure to the Company Secretary and Compliance Officer of the Company. Protected disclosure against the Company Secretary should be addressed to the Chairman of the Company and protected disclosure against the Chairman should be addressed to the Chairman of the Audit Committee.

The Policy provides for adequate safeguards against victimization to all whistleblowers who use such mechanism. During the year under review, none of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Companys website: https://garudaconstructionengineering.com/.

17. INTERNAL FINANCIAL CONTROL

Details in respect of the adequacy of internal financial controls with reference to the Financial Statements are stated in the Management Discussion and Analysis section forming part of this Annual Report.

18. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions which is also available on the Companys website at https://garudaconstructionengineering.com/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All related party transactions are placed before the Audit Committee for review and approval.

Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arms length. Transactions entered into pursuant to omnibus approval are verified by the Finance Department and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

All transactions entered with related parties for the year under review were in ordinary course of business and at arms length basis except the Material related party transactions, i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statement, were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2, annexed as Annexure-D. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. All related party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to Note No. 34 to the standalone financial statements which set out related party disclosure.

Pursuant to the provisions of Regulation 34(3) and 53(f) read with clause 2 of Part A of Schedule V of the SEBI Listing Regulations is not applicable and during the year under review, no person(s) or entity(ies) belonging to the promoter/promoter group which held 10% or more share in the paid-up equity share capital of the Company.

19. ANNUAL RETURN

As required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2026, is available on the website of the Company i.e. https://garudaconstructionengineering.com/.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, detailed review of operations, performance and future outlook of the Company is covered under Management Discussion & Analysis section of the Integrated Annual Report and is annexed herewith as Annexure-E.

21. CORPORATE GOVERNANCE:

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Report: (Annexed herewith as "Annexure-F") a) A declaration signed by Mr. Pravin Kumar Brijendra Kumar Agarwal, Managing Director and Chairman, stating that the members of Board of directors and senior management personnel have affirmed compliance with the Companys Code of Business Conduct and Ethics (Annexed herewith as "Annexure-G")

b) A compliance certificate from the Companys Secretarial Auditor confirming compliance with the conditions of Corporate Governance (Annexed herewith as "Annexure-H")

c) A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; (Annexed herewith as "Annexure-I")

d) A certificate of the CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed to the Report on Corporate Governance. (Annexed herewith as "Annexure-J")

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE OUT GO:

As required by Section 134 (3) (m) read with the Companies (Accounts) Rules, 2014, your directors report as under:

A. Conservation of Energy

a) Steps taken / impact on conservation of energy, with special reference to the following: Nil

b) Steps taken by the company for utilizing alternate sources of energy including waste generated: Nil

c) Capital investment on energy conservation equipment: Nil

B. Technology absorption:

a) Efforts, in brief, made towards technology absorption. -NIL

b) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.-NIL

c) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: NIL

C. Foreign exchange earnings and Outgo: -

(Amount in Lakhs)

23. PARTICULARS OF EMPLOYEES:

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are annexed to this Report as Annexure K.

The statement containing names and other details of the employees as required under subsection 12 of Section 197 of the Act read with sub-rules (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. In terms of sub-section (1) of Section 136 of the Act, the Annual Report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is open for inspection and any Member interested in obtaining a copy of the same may write to the Company.

24. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year under review, the Company was not required to transfer any funds and equity shares to the investor education and protection fund as per the provisions of Section 125 of the Act.

25. RISK MANAGEMENT POLICY:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through properly defined framework.

26. INSIDER TRADING:

The Company has adopted an Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated The Code of

Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. This Code is displayed on the Companys website, https://garudaconstructionengineering.com/.

27. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

28. OTHER DISCLOSURES:

The Directors confirm that during the year under review and as on the date of this Report:

a. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b. The Company has not issued shares (including sweat equity shares) to employees under any scheme.

c. There was no revision in the financial statements.

d. There has been no change in the nature of business of the Company.

e. The Managing Director & Chairman of the Company did not receive any remuneration or commission from any of its subsidiaries.

f. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

g. There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

h. The Company has complied with the provisions relating to the Maternity Benefit Act, 1961.

i. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

j. There was no instance of one-time settlement with any Bank or Financial Institution.

k. There are no agreements defined under clause 5A of paragraph A of Part A of Schedule III of the SEBI Listing Regulations that are binding on the Company.

l. The Company has been in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the financial year.

29. ACKNOWLEDGEMENT:

The Directors place on record their fathomless appreciation to employees at all levels for their hard work, dedication and commitment, which is vital in achieving the overall growth of the Company. The Board places on record its appreciation for the support and cooperation the Company has been receiving from its suppliers, distributors, business partners and others associated with it as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.