To, The members of Giriraj Civil Developers Limited
Your Board of Directors (Board) are pleased to present this 21st (Twenty-first) Annual Report of Giriraj Civil Developers Limited (the Company) along with the Audited Financial Statements and Report of Auditors thereon for the Financial Year ended March 31, 2026.
The Companys financial performance, for the year ended March 31, 2026, is summarized below: (Rs. In Lakhs)
| Standalone | Consolidated | |||
| Particulars | 2025-26 | 2024-25 | 2025-26 | 2024-25 |
| Revenue From Operations | 29626.02 | 29470.85 | 30897.52 | 31429.90 |
| Other Income | 158.47 | 440.83 | 160.29 | 418.48 |
| Total Income | 29784.49 | 29911.68 | 31057.82 | 31848.38 |
| Total Expenses | (27246.22) | (27004.98) | (28503.42) | (28895.85) |
| Profit before Interest, Depreciation, Taxation & Extraordinary items | 2538.27 | 2906.70 | 2554.40 | 2952.53 |
| Interest & Finance Cost | (347.22) | (328.97) | (355.31) | (344.59) |
| Depreciation | (153.23) | (145.41) | (153.23) | (145.41) |
| Profit before Tax | 2037.81 | 2432.32 | 2045.86 | 2462.54 |
| Total Tax Expenses | (528.81) | (644.08) | 536.86 | (674.30) |
| Profit after Tax | 1509.00 | 1788.24 | 1509.00 | 1788.24 |
| Earnings Per Share (In. Rs.) - Basic | 6.31 | 7.48 | 6.31 | 7.48 |
| Earnings Per Share (In. Rs.) - Diluted | 6.31 | 7.48 | 6.31 | 7.46 |
On a Standalone basis , the Revenue from Operations for FY 2026 was Rs. 29626.02 Lakhs, higher by 0.53% over the previous years Revenue from Operations of Rs. 29470.85 Lakhs. The profit after tax (PAT) attributable to shareholders for FY 2026 was Rs. 1509 Lakhs, lower by 15.61% as against Rs. 1788.24 lakhs for FY 2025.
On a Consolidated basis , the Revenue from Operations for FY 2026 was Rs. 30897.52 Lakhs, lower by 1.69% over the previous years Revenue from Operations of Rs. 31429.90 Lakhs. The profit after tax (PAT) attributable to shareholders for FY 2026 was Rs. 1509 Lakhs, lower by 15.61% Lakhs as against Rs. 1788.24 Lakhs for FY 2025.
However, internally we will be concentrating on increased operational efficiency, tighter credit control, focus on retaining our share with existing customers, increased focus on increasing sales of high value-added products and widening customer base.
No material changes have occurred from the end of the financial year till the date of this report affecting the financial position of the Company.
There has been no change in the nature of the Business of the Company during the year.
The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any dividend for the financial year ended March 31, 2026.
Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Company has formulated a Dividend Distribution Policy. This Policy outlines the parameters and circumstances considered by the Board while determining the declaration of dividends or retention of profits. The Dividend Distribution Policy is available on the Companys website at the following link: https://qiriraj.co/wp-content/uploads/2025/12/Dividend-Distribution-Policy.pdf
During the year under review, the Board of Directors has transferred an amount of Rs. 100 Lakhs to the General Reserve.
During the year under review, the Company has not accepted any deposits from the public falling within the meaning of the provisions of Chapter V - Acceptance of Deposits under Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
During the year under review the Authorized share capital and Paid-up share capital of the company was Rs. 30,00,00,000/- and Rs. 23,92,05,000/- respectively. There has been no change in the paid-up share capital of the company.
The Company does not have any subsidiary or associate company; the details of Joint ventures are as follows:
| Sr. No Name of Joint Venture | % of Shareholding in JV |
| 1 Prime-Giriraj-KK (JV) | 25% |
| 2 Dev Engineers-Giriraj (JV) | 25% |
| 3 R.K. Madani & Giriraj (JV) | 40% |
| 4 MBPL-GCDL (JV) | 49% |
| 5 GCDL-SMBIPL (JV) | 49% |
| 6 Giriraj GSEPL Consortium (JV) | 70% |
| 7 Giriraj-KK (JV) | 51% |
The Report on the performance and financial position of each of the joint ventures and salient features of the financial statements in the prescribed Form AOC-1, are annexed to this report as Annexure-I.
In accordance with the provisions of the Section 129(3) of the Companies Act, 2013 and Regulation 33 of the Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the Financial Year 2025-26, together with the Auditors Report forms part of this Annual Report.
Your directors state that:
i. in the preparation of the annual accounts for the year ended 31st March 2026, the applicable accounting standards have been followed and there is no material departure from the same;
ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as of March 31, 2026, and of the profit of the Company for the year ended on that date;
iii. the Directors 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;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The Company is listed on the NSE Emerge SME platform of NSE, the compliance with Corporate Governance provisions is not applicable to the company as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
A brief note on management discussion and analysis is annexed as Annexure-II which forms part of the Directors Report.
All transactions entered with related parties during the financial year were in the ordinary course of business and on arms length price basis. Suitable disclosures as required under AS 18 have been made under notes to Financial Statements. Disclosure of particulars of contracts/arrangements entered by the company with related parties is in Form AOC-2 in Annexure III.
The Company has received a Declaration that the Independent Director meets the criteria of Independence laid down in sub-section (6) of section 149 of the Companies Act 2013.
The Company has in place adequate internal financial controls regarding financial statements.
The equity shares of the company are listed on the NSE Emerge SME platform of NSE and the listing fee for the financial year 2025-26 is paid to the concerned Stock Exchange.
The Composition of the Board of Directors and Key Managerial Personnel of the Company as on March 31, 2026, are as follows:
| Sr. No. Particulars | Designation |
| 1 Mr. Krushang Mahesh Shah (DIN: 07198525) | Chairman & Managing Director |
| 2 Mr. Prasham Nitin Shah (DIN: 09540340) | Executive Director |
| 3 Ms. Tina Jeevan Dass (DIN: 09540374) | Non-Executive Independent Director |
| 4 Mr. Rohan Vilas Jadhav (DIN: 11016318) | Additional Director (Non-Executive) |
| 5 Mr. Radhakrishnan Pillai (DIN: 01929190) | Non-Executive Independent Director |
| 6 Mr. Bhumika Atul Dedhia (DIN: 11205952) | Non-Executive Independent Director |
| 7 Mr. Jay Pansuria | Company Secretary |
| 8 Mr. Shashikant Jayantibhai Rathod | Chief Financial Officer (CFO) |
In accordance with the provisions of Section 152 of Companies Act, 2013 Mr. Prasham Shah, Executive director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his reappointment for consideration of the Members.
Furthermore, the Board of Directors, at its meeting held on May 5, 2025, appointed Mr. Rohan Vilas Jadhav (DIN:11016318) as an Additional Director in the category of Non-Executive Director of the Company. The same was approved by the members of the Company at its Annual General Meeting held on September 30, 2025 and regularized to Non-Executive Director.
Furthermore, the Board of Directors, at its meeting held on July 23, 2025, appointed Mrs. Bhumika Atul Dedhia (DIN: 11205952) as an Additional Director in the category of Non-Executive Independent Director of the Company for a period of five (5) years w.e.f. July 23, 2025 to July 22, 2030. The same was approved by the members of the Company at its Annual General Meeting held on September 30, 2025 and regularized to Independent Director.
Furthermore, the Board of Directors, at its meeting held on September 3, 2025, proposed the re-appointment of Mr. Radhakrishnan Pillai (DIN: 01929190) as an Independent Director for a further period of five (5) years w.e.f. September 30, 2025 to September 30, 2030. The same was approved by the members of the Company at its Annual General Meeting held on 30th September 2025. Subsequently, Mr. Radhakrishnan Pillai ceased to be a Director of the Company with effect from, 12th May 2026, due to his unfortunate demise.
Furthermore, subsequent to the end of the financial year, Mr. Jay Pansuria ceased to hold the office of Company Secretary of the Company with effect from June 10, 2026. Thereafter, the Company appointed Ms. Devyani Dubey as the Company Secretary of the Company with effect from June 29, 2026.
Furthermore, the Board of Directors, at its meeting held on May 5, 2025, appointed Mr. Ajay Anil Thorat (DIN: 07099285) as an Additional Director in the category of Non-Executive Independent Director of the Company. Subsequently, Mr. Ajay Anil Thorat ceased to hold office as an Additional Director of the Company with effect from July 21, 2025.
Further, at the same meeting held on May 5, 2025, the Board of Directors appointed Mrs. Vinita Rohan Jadhav (DIN: 11016309) as an Additional Director in the category of Non-Executive Director of the Company. Subsequently, Mrs. Vinita Rohan Jadhav ceased to hold office as an Additional Director of the Company with effect from July 21, 2025.
Furthermore, the Board of Directors, at its meeting held on September 16, 2025, appointed Mr. Ravindra Shamarao Sangam as the CEO of the Company. Subsequently, Mr. Ravindra Shamarao Sangam ceased to hold the position of CEO of the Company with effect from December 31, 2025.
The Company has a Familiarisation programme for its Independent Director which is imparted at the time of appointment of an Independent Director on Board as well as annually.
The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors on the basis of various aspects/criteria of board/Committee Governance.
The criteria & aspects covered in the evaluation included knowledge to perform the role, level of oversight, performance of duties and the fulfilment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meeting.
Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors.
a) Policy for Selection of Directors and determining Directors Independence
1. Policy
a) The Nomination and Remuneration Committee (NRC), and the Board, shall review on an annual basis, the appropriate skills, knowledge, and experience required of the Board as a whole and its individual members. The objective is to have a Board with an understanding of the industry & strategy of the Company.
b) In evaluating the suitability of individual Board members, the NRC may take into account factors, such as:
? General understanding of the Companys business & industry.
? Educational and professional background
? Personal and professional ethics, integrity and values
c) The proposed appointee shall also fulfil the entire requirement as may be prescribed, from time to time, under the Companies Act, 2013 and other relevant laws.
2. Criteria of Independence:
a) The NRC shall assess the independence of Directors at the time of appointment / re-appointment, and the Board shall assess the same annually. The Board shall reassess determinations of independence when any new interests or relationships are disclosed by a Director.
b) The criteria of independence, as laid down in the Companies Act, 2013 shall be followed.
c) The Independent Directors shall abide by the Code for Independent Directors as specified in Schedule V to the Companies Act, 2013.
b) Remuneration policy for Directors, Key Managerial Personnel, and other Employees:
A. Introduction
The Company has formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives:
i) Ensuring that the level and composition of remuneration is reasonable to attract, retain and motivate, to run the company successfully.
ii) Ensuring that relationship of remuneration to performance is clear.
Scope and Exclusion
This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.
B. Terms and References
In this Policy, the following terms shall have the following meanings:
i) Director means a director appointed to the Board of the Company. ii) Key Managerial Personnel means
? The Chief Executive Officer or the managing director or the manager;
? The Company Secretary;
? The Whole-time Director;
? The Chief Financial Officer; and
? Such other officer as may be prescribed under the Companies Act, 2013
iii) Nomination and Remuneration Committee means the committee constituted by the Companys Board in accordance with the provisions of Section 178 of the Companies Act, 2013.
C. Policy
1. Remuneration to Executive Directors and Key Managerial Personnel
i) The Board, on the recommendation of the Nomination and Remuneration Committee (NRC), shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits as per the law/ approved by the Shareholders.
ii) The Board, on the recommendation of the NRC, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.
2. Remuneration to Non-Executive Director
The Board, on the recommendation of the NRC, shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits as per the law / approved by the shareholders.
3. Remuneration to other employees
Remuneration to an individual employee shall be according to their qualification and work Experience.
Whenever new Non-executive and Independent Directors are inducted into the Board they are introduced to our Companys Organizational structure, our business, constitution, board procedures and management strategy. They are provided with Company annual reports, etc.
In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there are no employees drawing remuneration in excess of the limits set out in the said rules.
The information 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 will be provided upon request. In terms of section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and other entities thereto, excluding the information on employees and remuneration particulars which is available for inspection at the registered office of the company during business hours on working days till the date of ensuing Annual General Meeting of the company. If any member is interested in obtaining a copy thereof, such member may write to the Company in this regard. The disclosure is annexed as Annexure-IV.
Statutory Auditor
In the AGM held on October 30, 2021, M/s. R H A D & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company for a period of five years, i.e., from the conclusion of the 16th Annual General Meeting until the conclusion of the 21st Annual General Meeting.
It is now proposed to appoint M/s. AIMV & Associates, Chartered Accountants (Firm Registration No. 114173W), as the Statutory Auditors of the Company in place of M/s. R H A D & Co., Chartered Accountants, subject to the approval of the Members at the ensuing Annual General Meeting.
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.
Secretarial Auditor:
The Board has appointed M/s Mehta & Mehta, Practicing Company Secretary, Mumbai to conduct a Secretarial Audit for the financial year 2025-26. The Secretarial Audit Report for the financial year ended March 31, 2025, is enclosed in Annexure-V to this Report.
The Company being listed on SME platform, the compliance with the Annual Secretarial Compliance Report pursuant to Regulation 24A of SEBI LODR Regulations, 2015, is not applicable to the Company.
In accordance with Section 135 of the Companies Act, 2013 the report of CSR is attached as Annexure-VI of this report.
The detailed Policy on Corporate Social Responsibility is available on the website of the Company on the web link provided below; https://giriraj.co/
The Companys whistle Blower Policy/ Vigil Mechanism (a mechanism) is formulated for securing/ reporting deterring/ punishing/ rectifying any unethical, unlawful acts, behaviour etc. and to enable to voice/ address Bonafide concern of malpractice, deviation from the policies of the Company internally in an effective and systematic manner after its discovery.
The Policy on the vigil mechanism and whistle-blower policy will be available on the Companys website at www.giriraj.co
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, will be available on our website www.girirai.co
During the year under review, there were Fifteen Board Meetings held, the details are as under:
| Sr. No. Date of Board meeting | No. of Director as on Date of Board Meeting | No. of Directors presented in the Board Meeting |
| 1 15.04.2025 | 4 | 4 |
| 2 01.05.2025 | 4 | 4 |
| 3 05.05.2025 | 4 | 4 |
| 4 22.05.2025 | 7 | 5 |
| 5 29.05.2025 | 7 | 5 |
| 6 16.07.2025 | 7 | 5 |
| 7 21.07.2025 | 7 | 5 |
| 8 23.07.2025 | 5 | 5 |
| 9 03.09.2025 | 6 | 5 |
| 10 16.09.2025 | 6 | 5 |
| 11 07.10.2025 | 6 | 5 |
| 12 14.11.2025 | 6 | 5 |
| 13 17.12.2025 | 6 | 5 |
| 14 20.03.2026 | 6 | 5 |
| 15 23.03.2026 | 6 | 5 |
The company has the following committees of the Board:
a) Audit Committee:
The members of the Audit Committee are as under:
| Sr. No. Particulars of Members | Designation |
| 1 Ms. Tina Jeevan Dass | Chairman |
| 2 Mr. Radhakrishnan Pillai | Member |
| 3 Mr. Krushang Mahesh Shah | Member |
Number of Audit Committee Meetings (ACM):
| Sr. No. Date of ACM | No. of Members as on date of ACM | No. of Members presented in the ACM |
| 1 30.05.2025 | 3 | 3 |
| 2 06.09.2025 | 3 | 3 |
| 3 14.11.2025 | 3 | 3 |
b) Nomination & Remuneration Committee (NRC):
The members of the Nomination & Remuneration Committee are as under:
| Sr. No. Particulars of Members | Designation |
| 1 Mr. Radhakrishnan Pillai | Chairman |
| 2 Ms. Tina Jeevan Dass | Member |
| 3 Mrs. Bhumika Atul Dedhia | Member |
Number of Nomination and Remuneration Committee Meetings (NRCM):
| Sr. No. Date of NRCM | No. of Members as on date of NRCM | No. of Members presented in the NRCM |
| 1 24.04.2025 | 3 | 3 |
| 2 01.05.2025 | 3 | 3 |
c) Stakeholders Relationship Committee (SRC):
The members of the Stakeholders Relationship Committee are as under:
| Sr. No. Particulars of Members | Designation |
| 1 Ms. Tina Jeevan Dass | Chairman |
| 2 Mr. Radhakrishnan Pillai | Member |
| 3 Mr. Prasham Nitin Shah | Member |
Number of Stakeholders Relationship Committee Meetings (SRCM):
| Sr. No. Date of SRCM | No. of Members as on date of SRCM | No. of Members presented in the SRCM |
| 1 01.05.2025 | 3 | 3 |
d) Corporate Social Responsibility Committee (CSR):
The members of the Corporate Social Responsibility Committee are as under:
| Sr. No. Particulars of Members | Designation |
| 1 Mr. Rohan Vilas Jadhav | Chairman |
| 2 Mr. Radhakrishnan Pillai | Member |
| 3 Mr. Krushang Mahesh Shah | Member |
Number of Corporate Social Responsibility Committee Meetings (CSRM):
| Sr. No. Date of CSRM | No. of Members as on date of CSRM | No. of Members presented in the CSRM |
| 1 01.05.2025 | 3 | 2 |
Pursuant to the provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loan given, the investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security, if any, is disclosed in the financial statements.
The company does not envisage any risk, which may threaten the existence of the company. The company takes all necessary steps to identify measures & manage risk effectively.
As per the requirement of section 92(3), every company shall place a copy of the annual return on the website of the company, if any, and the weblink of such annual return shall be disclosed in the Boards report. A copy of Annual Return of the Company will be available on our website www.giriraj.co
Since Companys business does not involve any manufacturing activity the information required to be provided under Section 134 (3)(m) of the Companies act, 2013 read with the Companies (Accounts) Rules, 2014 are nil /Not applicable.
Your company neither earned nor spent any foreign exchange during the year.
During the year under review, the Company has partially complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.
During the Financial Year 2025-26, there was no application made and proceeding initiated/pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016 (the Code). Further, there is no application or proceeding pending against your Company under the Code.
During the Financial Year 2025-26, the Company has not made any settlement with its bankers for any loan/facility availed or/and still in existence.
Your Company is fully committed to uphold and maintain the dignity of every woman working with the Company. The Company has Zero tolerance towards any action on the part of any one which may fall under the ambit of Sexual Harassment at workplace. The Policy framed by the Company in this regard provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ICC has been set up to redress complaints received regarding sexual harassment. The status of the Complaints during the FY 2025-26 is as follows:
| Particulars | No. of Complaints |
The Company has duly complied with the provisions of the Maternity Benefits Act, 1961 ensuring all eligible employees receive the benefits and protections as mandated under the Act.
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. No orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future.
2. During the period under review, there were no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.
3. Your Company is committed to ensure a sound Safety, Health and Environment (SHE) performance related to its activities, products and services. Your Company has been continuously taking various steps to develop and adopt Safer Process technologies and unit operations. Your Company is making continuous efforts for adoption of safe & environmentally friendly and Monitoring and periodic review of the designed SHE Management System are done on a continuous basis.
4. During the year under review, India Ratings & Research has assigned a credit rating of IND BBB/Stable/IND A3+ to the Companys Bank Loan Facilities amounting to INR 800 million.
Your directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, customers, Board members and members of the company during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys employees.
Date: 07.09.2026 Place: Mumbai
For and on behalf of the Board of Directors
Sd/- Krushang Mahesh Shah Chairman & Managing Director DIN: 07198525
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