Garuda Construction and Engineering Ltd Directors Report

To,

Members,

Garuda Construction and Engineering Limited

The Directors are pleased to present the 15^th Annual Report and the Audited Financial Statements for the year ended 31^st March 2025: -

1. FINANCIAL RESULTS

The financial statements of the Company prepared in the form of IND-AS and are in accordance with the Section 133 of the Companies Act, 2013 (the Act) read with Companies (Accounts) Rules, 2014 and amendments thereof. The financial highlights of the Company for the financial year ended March 31, 2025 as compared to financial year ended March 31, 2024, Further, the Company has prepared consolidated financial statement for the financial year March 31, 2025, Standalone and consolidated results are summarized as follows:

(Rs in Lakhs except EPS)

Particulars H	Standalone		Consolidated
	CY ended 31/03/2025	PY ended 31/03/2024	CY ended 31/03/2025
Revenue from business operations	22,503.01	15,417.83	22,567.35
Other Income	173.38	29.04	173.38
Total Income	22,676.38	15,446.88	22,740.73
Less: - Total Expenses	15,991.74	10,481.90	16,056.74
Profit / (Loss) before exceptional items and tax	6,684.64	4,964.98	6,683.99
Less: - Exceptional items	--	--	--
Profit / (Loss) before Tax and NonControlling Interest	6,684.64	4,964.98	6,683.99
Less: - Tax Expenses (Current & Deferred)	1,704.16	1,321.45	1,704.16
Profit (Loss) for the period after tax before Non-Controlling Interest	4,980.48	3,643.53	4,979.83
Less: - Share of Profit transferred to Minority Interest			(0.32)
Profit / (Loss) after Tax and Non Controlling Interest	4,980.48	3,643.53	4,979.50
Less: - Other Comprehensive Income	0.03	(4.07)	0.03
Total Comprehensive Income for the period	4,980.51	3,639.46	4,979.86
Earnings per equity share for profit attributable to equity shareholders
Basic EPS	5.99	4.87	5.99
Diluted EPS	5.99	4.87	5.99

*In previous year 2023-24, Consolidation was not applicable to the Company

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

During the year under review, Companys performance and growth are as follows:

i.Standalone

Income from Operations is Rs. 22,503.01/- Lakhs as compared to the previous financial year of Rs. 15,417.83/- Lakhs. The Net profit of the Company is Rs 4,980.51/- Lakhs as compared to the Net profit in the previous financial year of Rs 3,639.46/- Lakhs.

ii.Consolidated

Income from operation on consolidation is Rs. 22,567.35 / - Lakhs, the Net Profit on consolidation is Rs. 4,979.86 / - Lakhs

3. TRANSFER TO RESERVE:

During the year under review, The Company has earned profit of Rs. 4,980.48 / - Lakh during the financial year 2024-25, thus, profit is transferred to the reserves. Further, in consolidation the profit is around 4,979.50 / - Lakhs.

Total Amount lying in the Standalone Reserve and Surplus account at the end of the year financial year is Rs. 28,529.94 / - Lakhs and in consolidation reserve and surplus stood at Rs. 28,528.96/- Lakhs.

4. CHANGE IN NATURE OF BUSINESS:

There was no Change in the nature of Business during the FY 2024-25.

5. DIVIDEND:

The Board at its meeting held on 7^th February, 2025, declared an Interim Dividend of ?0.025/- (Two and a Half Paisa only) per equity share of face value of Rs. 5/- each for the financial year ending 31^st March, 2025. The said dividend was declared to the Members whose names appeared in the Register of Members/Beneficial Owners as on 17^th February, 2025 (Record Date) and the same was paid to the shareholders within the prescribed timelines.

6. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

i. During the year under the review, the Company has 2(two) Subsidiary Company named PKH Ayodhya Private Limited and PKH Projects LLP (as per Accounting Standard)

ii. During the financial year under review, there were no additions in the subsidiaries or Joint Venture.

iii. There were no Companies which ceased to be Subsidiary/Associates/Joint Ventures of the Company.

iv. In accordance with Section 129(3) of the Companies Act, 2013 read with Rule 6 of Companies (Accounts) Rules, 2014, we have prepared Consolidated Financial Statements of the Company, for its subsidiary which form part of the Annual Report.

v. Further, a statement containing the salient features of the Financial Statements of the subsidiary the prescribed format AOC-1 as "Annexure I" is forming part of the Financial Statements. The statement also provides the details of performance, financial positions of each of its subsidiary.

7. 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.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THEREPORT:

There have been no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year for the Company i.e., March 31, 2025, and the date of this Board Report except as stated below:

i. Initial Public Offering ("IPO") and Listing on Main Board of BSE Limited (BSE)- National Stock Exchange of India Limited (NSE)

In order to unlock further potential and unleash greater value creation for all stakeholders, your Company came up with IPO of its equity shares. The equity shares of your Company got listed on Stock Exchanges with effect from October 15, 2024.

The IPO, comprising of Fresh Issue and Offer for Sale ("OFS") by selling shareholders, was open for subscription from October 8, 2024 to October 10, 2024. The IPO was made pursuant to Regulation 6 (1) of SEBI (ICDR) Regulations. The IPO comprised of 2,78,00,000 equity shares for cash at a price of Rs. 95/- per equity share (including a security premium of Rs. 90/- per equity share) aggregating to Rs. 26,410.00 Lakhs comprising a Fresh Issue of up to 1,83,00,000 equity shares aggregating to Rs. 17,385.00 Lakhs by your Company and an Offer for Sale of up to 95,00,000 equity shares aggregating to Rs. 9,025.00 Lakhs by the Selling Shareholders.

Your Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs and retail investors. Your Board is gratified and humbled by the faith shown in the Company by investors. Your Board also places on record its appreciation for the support provided by various authorities, Lead Managers, Stock Exchange, Depositories, Counsels, Consultants, Auditors and employees of the Company for making the IPO of the Company a grand success.

Your Company received listing and trading approval from NSE on January 28, 2025.

9. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

10. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2025 can be accessed at https:// garudaconstructionengineering.com/.

11. CHANGES IN SHARE CAPITAL:

The authorized share capital of the is Rs. 50,00,00,000/- divided into 10,00,00,000 equity share of Rs. 5 each, during the financial year 2024-25 under the review.

The paid-up Equity Share Capital as on 31^st March, 2025 was Rs. 46,52,08,710/- divided into 9,30,41,742 Equity Shares of Rs.5/- each and the shares of the Company got subsequently listed on Main Board (National Stock Exchange Limited and Bombay Stock Exchange Limited).

During the year under review, the company has undertaken following transactions:

• Further, the Company has been issued, subscribed and allotted to the public as a Fresh Issue of up to 183,00,000 equity shares equity shares for cash at a price of Rs. 95/- per equity share (including a security premium of Rs.95/- per equity share).

12. LISTING OF SHARES:

The Company is listed on Main Board of National Stock Exchange Limited and BSE Limited on 15 ^th October, 2024 and the NSE Symbol is "GARUDA" and BSE Scrip Code is 544271. The ISIN of the Company is INE0JVO01026.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

A. APPOINTMENT/CHANGE IN DESIGNATION OF DIRECTORS/KMP:

a. During the year under review, following changes took place in the management of Board of Directors: -

Sr.No	DIN	Name of Director	Designation	Nature	Date of Appointment/ Change in designation/Cessatio n (with effect from)
1.	10301044	Mr. Mohit Rakesh Kapoor	Whole Time Director	Cessation*	21st December, 2024
2.	10881263	Mr. Rohit Ramanand Pareek	Additional Whole Time Director	Appointm ent**	21st December, 2024

B. DIRECTORS RETIRE BY ROTATION:

Mr. Deepak Kumar (DIN: 09292428), Non-Executive Non-Independent Director is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board recommends the reappointment of Mr. Deepak Kumar (DIN: 09292428), Non-Executive NonIndependent Director.

C. CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sr. No	DIN	Name of Director/ Key Managerial Personnel	Designation
1.	00845482	Mr. Pravin Kumar Brijendra Kumar Agarwal	Managing Director and Chairman
2.	10881263	Mr. Rohit Ramanand Pareek	Whole-time Director and CFO
3.	09292428	Mr. Deepak Kumar	Non-Executive NonIndependent Director
4.	08858855	Ms. Priyanka Yadav	Non-Executive Independent Director
5.	03307261	Mr.Venkateshkumar Krishnamurthy Tirupatipanyam	Non-Executive Independent Director
6.	02082675	Mr. Krishnakumar Laxman Bangera	Non-Executive Independent Director
7.	--	Ms. Aaushi Batheja	Company Secretary and Compliance Officer

Notes:

1. Mr. Mohit Rakesh Kapoor resigned from the office of Whole-Time Director w.e.f 21^st December, 2024 during the of Financial Year 2024-25.

2. Mr. Rohit Ramanand Pareek was appointed as an Additional Whole-Time Director w.e.f 21^st December, 2024 during the of Financial Year 2024-25 and he was further regularized by the member through Postal Bollat dated 18^th April, 2025 as Whole Time Director.

3. Mr. Krishnakumar Laxman Bangera was appointed as Non-Executive Independent Director of the Company w.e.f 1^st April, 2025.

4. Mr. Rajvirendra Singh Rajpurohit resigned from the office of Non-Executive Independent Director of the Company w.e.f 1^st May, 2025.

14. MEETINGS OF THE BOARD OF DIRECTORS:

As required by clause (b) of sub-section (3) of Section 134 of the Companies Act, 2013, your directors report that during the Financial Year 2024-25, the Board meets at regular intervals to discuss and review the business operations. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013. The notice of Board meeting including detailed agenda is given well in advance to all the Directors prescribed under the Companies Act, 2013.

During the year under the review, the Company met 19 times on following dates:

Board Meeting Date	Board Meeting Date
18th April, 2024	19th December, 2024
24th May, 2024	21st December, 2024
21st August, 2024	07th February, 2025
30th August, 2024	13th February, 2025
28th September,2024	18th February, 2025
30th September, 2024	27th February, 2025
07th October, 2024	17th March, 2025
11th October, 2024	28th March,2025
14th October,2024	31st March, 2025
9th November, 2024

The details of attendance of the Director at the meetings are held during the year under review is stated herewith:

Sr. No	Board Meeting Dates	Mr. Pravin Kumar Brijend ra Kumar Agarw al	Mr. Mohit Rakesh Kapoor *	Mr. Rohit Ram anan d Pare ek**	Ms. Priyank a Yadav	Mr. Rajvire ndra Singh Rajpur ohit***	Mr. Venkates hkumar Krishna murthy Tirupati panyam	Mr. Deepak Kumar
		Managin g Director and Chairma n	Whole time Director	Whole -time Direct or and CFO	Non- Executiv e Indepen dent Director	Non- Executiv e Indepen dent Director	Non Executive Independ ent Director	Non- Executiv e NonIndepen dent Director
1.	18th April, 2024	Present	Present	NA	Present	Present	Present	Present
2.	24th May, 2024	Present	Present	NA	Present	Present	Present	Present
3.	21st August, 2024	Present	Present	NA	Present	Present	Present	Present
4.	30th August, 2024	Present	Present	NA	Present	Present	Present	Present
5.	28th September,20 24	Present	Present	NA	Present	Present	Present	Present
6.	30th September, 2024	Present	Present	NA	Present	Present	Present	Present
7.	07th October, 2024	Present	Present	NA	Present	Present	Present	Present
8.	11th October, 2024	Present	Present	NA	Present	Present	Present	Present
9.	14th October,2024	Present	Present	NA	Present	Present	Present	Present
10.	9th November, 2024	Present	Present	NA	Present	Present	Present	Present
11.	19th December, 2024	Present	Present	NA	Present	Present	Present	Present
12.	21st December, 2024	Present	NA	Presen t	Present	Present	Present	Present
13.	07th February, 2025	Present	NA	Presen t	Present	Present	Present	Present
14.	13th February, 2025	Present	NA	Presen t	Present	Present	Present	Present
15.	18th February, 2025	Present	NA	Presen t	Present	Present	Present	Present
16.	27th February, 2025	Present	NA	Presen t	Present	Present	Present	Present
17.	17th March, 2025	Present	NA	Presen t	Present	Present	Present	Present
18.	28th March,2025	Present	NA	Presen t	Present	Present	Present	Present
19.	31st March, 2025	Present	NA	Presen t	Present	Present	Present	Present

15. DECLARATION OF INDEPENDENT DIRECTOR:

i. The Company has received necessary declarations from all the Independent Directors on the Board of the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and the Rules made there under and Regulation 16(1)(b) and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

ii. Further, the Independent Directors have also submitted a declaration in compliance with the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, which mandated the inclusion of an Independent Directors name in the data bank of persons offering to become Independent Directors, of Indian Institute of Corporate Affairs ("IICA") for a period of one year or five years or life time till they continue to hold the office of an Independent Director and also completed the online proficiency test, conducted by Indian Institute of Corporate Affairs, wherever applicable.

iii. The Board of Directors, based on the declaration(s) received from the Independent Directors, have verified the veracity of such disclosures and confirmed that the Independent Directors fulfill the conditions of independence specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, as amended and are independent from the management of the Company.

iv. In the opinion of the Board, all the Independent Director are persons possessing attributes of integrity, expertise and experience (including proficiency) as required under the applicable laws, rules and regulations.

v. The terms and conditions of the said appointment are hosted on website of the Company https:/ / garudaconstructionengineering.com/.

16. ANNUAL PERFORMANCE EVALUATION:

i. Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of its own performance, the directors individually as well as (including chairman) the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Company.

ii. The Board has devised questionnaire to evaluate the performances of each of Executive, Non- Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a. Attendance at the Board Meetings and Committee Meetings;

b. Quality of contribution to Board deliberations;

c. Strategic perspectives or inputs regarding future growth of Company and its performance;

d. Providing perspectives and feedback going beyond information provided by the management.

17. SEPARATE MEETINGS OF INDEPENDENTDIRECTORS:

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.

18. BOARD COMMIITTEES:

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and require closer review. The Board Committees are formed with the approval of the Board, and they function under their respective Charters. These Committees play an important role in the overall management of the day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform the duties entrusted to them by the Board. The minutes of the Committee meetings are presented to the Board for review.

Your Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing Regulations. Currently, there are four Committees of the Board, namely:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

• Corporate Social Responsibility Committee

A detailed note on the composition of the its committees is provided in the Corporate Governance Report.

19. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to the provisions of Section 135 of the Act and the Rules made there under, the Company had duly constituted the Corporate Social Responsibility Committee (CSR Committee) in the Company. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII to the Act.

The details as per the provisions are annexed herewith as "Annexure-II"

20. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them 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 at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and

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

21. 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/wp-content/uploads/2023/09/7.-NRC-POLICYRemuneration-Policy-for-Directors.pdf

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2024-25, no employee or director was denied access to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at https:// garudaconstructionengineering.com/wp-content/uploads/2023/09/13.-WHISTLE-BLOWER-POLICY.pdf

23. 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.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

25. STATUTORY AUDITOR:

The Statutory Auditors of the Company, M/s Agarwal Tibrewal & Co., Chartered Accountant (Firm Registration No. 328977E), had been appointed from the conclusion of the 14^th Annual General Meeting held on Monday, 30^th September, 2024 upto conclusion of the 19^th Annual General Meeting which will held for the financial year ending 31^st 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 Board of Directors recommends their continuation on the basis of satisfactory performance by them during the year under review.

26. AUDITORS REPORT:

The Auditors Report to the members on the Accounts of the Company for the financial year ended 31st March, 2025 does not contain any qualification and is selfexplanatory.

27. REPORTING OF FRAUD BY AUDITORS:

In accordance with the provisions of Section 143(12) of the Companies Act, 2013, the Auditors of the Company have not reported any incident of fraud by the Company or on the Company by its officers or employees during the year under review. There is no qualification, reservation, adverse remark, or disclaimer in the Auditors Report.

28. INTERNAL AUDITOR:

The report of Internal Auditor issued and the same has been reviewed.

29. SECRETARIAL AUDIT:

The Board had appointed CS Aakruti Somani, Practicing Company Secretaries (Membership No.54612 and COP No. 20395) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. As per the provisions of Section 204 of the Act read Rules framed there under. The Secretarial Audit Report in Form MR-3 is given as Annexure III and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer of opinion.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by CS Aakruti Somani, Practicing Company Secretaries (Membership No. 54612 and COP No. 20395) has been submitted to the Stock Exchange.

30. COST AUDITOR:

The Cost Audit is not applicable to the Company.

31. 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.

32. LOANS, GUARANTEES AND INVESTMENTS:

There are no loans granted, guarantees given and investments made by the Company under Section 186 of the Companies Act, 2013 read with rules framed thereunder except as stated under Note 5, 6 and 16 to the financial statement.

33. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

34. 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 athttps:/ / garudaconstructionengineering.com/wp-content/uploads/2023/09/9.- POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTIONS.pdf. 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-IV. 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. 38 to the standalone financial statements which sets 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.

35. 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) Stepstakenbythecompanyforutilizingalternatesourcesofenergyincludingwaste 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

1) Details of technology imported.

2) Year of import.

3) Whether the technology been fully absorbed

4) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore.

d) Expenditure incurred on Research and Development: Rs NIL

C. Foreign exchange earnings and Outgo: -

(Amount in Lakhs)

Particulars	Current year	Previous Year
Foreign Exchange Earnings	--	--
Foreign Exchange Outgo (CIF Basis)	--	--

36. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as "Annexure V" which forms part of this Report.

37. MANAGEMENT DISCUSSION ANALYSIS:

Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure- VI"

38. BUSINESS RESPONSIBILITY REPORT:

As per the provisions of Regulation 34 (2) of the SEBI Listing Regulations, as amended, the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility Report ("BRR"), thus the Business Responsibility Report is not applicable to us.

39. 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-VII")

1. A declaration signed by Mr. Rohit Ramanand Pareek, Whole Time Director & CFO, 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-VIII")

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

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

4. 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-XI")

40. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has clearly defined organization structure and lines of authority and sufficient Control is exercised through business review by the Management. The Company has adopted a well-defined system to ensure adequacy and efficiency of the Internal Financial Control Function.

41. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

42. ORDER OF COURT:

No orders are passed by the regulators or courts or Tribunals impacting the going concern status of your companys operation in future.

43. 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/.

44. AFFIRMATIONS AND DISCLOSURES:

a. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during last three financial years: There are no instances of non-compliances by the Company necessitating imposition of penalties, strictures on the Company by SEBI or any statutory authority, on any matter related to capital markets.

b. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation32 (7A):

During the financial year 2024-25, the Company has made an Initial Public Issue of 1,83,00,000 Equity shares of face value ? 5 each at a price of ? 95 per Equity share aggregating to ? 17,385.00 Lakhs and made allotment of fully paid-up Equity Shares and an Offer For Sale of 95,00,000 Equity Shares of face value ? 5 each at a price of ? 95 per Equity share aggregating to ? 9,025 Lakhs by the Selling Shareholders of the Company.

Out of gross proceeds of IPO for Rs. 17,385 Lakhs, the company has utilised the proceeds in the following manner after Issue expenses of ? 1417.75 Lakhs:-

Particulars		Amount to be utilised in FY 2025	Amount to be utilised in FY 2026	Object of the issue	Utilised till 31.03.2025	Unutilisation Amount*
Working Requirements	Capital	8,000.00	2,000.0 0	10,000.0 0	8,000.00	2,000.00
General Purposes unidentified acquisitions	Corporate and inorganic	5,967.25	-	5967.25	5,156.97	810.28
Total		13,967.2 5	2,000.0 0	15,967.2 5	13,156.9 7	2,810.28

* Unutilised amount has been deposited in Bank a Fixed Deposit.

c. Where the Board had not accepted any recommendation of any committee of the Board which is mandatorily required, in the relevant financial year: Not Applicable.

45. 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 2024-25: Nil

e) Pending as on March 31, 2025: Nil

46. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

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

https:// garudaconstructionengineering.com/policies/

47. DETAILS OF APPLICATION/ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

48. 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.

49. 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 co-operation 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.

	For and on behalf of the Board of Directors
	Garuda Construction and Engineering Limited
	Sd/-	Sd/-
Place: Mumbai	Rohit Ramanand Pareek	Pravin Kumar Brijendra Kumar Agarwal
Date: 05-09-2025	Whole Time Director and CFO	Managing Director and Chairman
	DIN: 10881263	DIN: 00845482