Directors Report of Giriraj Civil Developers Ltd.

Mar 31, 2025

Your Board of Directors ("Board") are pleased to present this 20^th (Twentieth) 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, 2025.

1. Company''s Financial Results:

The Company''s financial performance, for the year ended March 31, 2025, is summarized below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue From Operations	29470.85	13467.15	31429.90	17432.94
Other Income	440.83	247.18	418.48	165.58
Total Income	29911.68	13714.32	31848.38	17598.52
Total Expenses	(27004.98)	(12018.99)	(28895.85)	(15857.20)
Profit before Interest, Depreciation, Taxation & Extraordinary items	2906.70	1695.33	2952.53	1741.32
Interest & Finance Cost	(328.97)	(265.70)	(344.59)	(286.95)
Depreciation	(145.41)	(112.49)	(145.41)	(112.49)
Profit before Tax	2432.32	1317.15	2462.54	1341.88
Total Tax Expenses	(644.08)	(304.87)	(674.30)	(329.59)
Profit after Tax	1788.24	1012.28	1788.24	1012.29
Earnings Per Share (In. Rs.)
Basic	7.48	4.23	7.48	4.23
Diluted	7.48	4.23	7.48	4.23

2. Overview of Company''s Financial Performance:

On a Standalone basis, the Revenue from Operations for FY 2025 was Rs. 29470.85 Lakhs, higher by
118.84 % over the previous year''s Revenue from Operations of Rs. 13467.15 Lakhs. The profit after
tax ("PAT") attributable to shareholders for FY 2025 was Rs. 1788.24 Lakhs, higher by 76.6 % as
against Rs. 1012.28 lakhs for FY 2024.

On a Consolidated basis, the Revenue from Operations for FY 2025 was Rs. 31429.90 Lakhs, higher by
80.30% over the previous year''s Revenue from Operations of Rs. 17432.94 Lakhs. The profit after tax
("PAT") attributable to shareholders for FY 2025 was Rs. 1788.24, higher by 76.6% Lakhs as against
Rs. 1012.29 Lakhs for FY 2024.

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.

3. Dividend:

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, 2025.

4. Dividend Distribution Policy:

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 Company''s website at the following link:
https://girirai.co/wp-content/uploads/2025/07/6.-Dividend-Distribution-Policy.pdf

5. Transfer to Reserves:

There is no amount proposed to be transferred to general reserve this year.

6. Public Deposits:

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.

7. Share Capital:

Authorized Share Capital:

During the year under review the authorized capital of the company in the board meeting held on
21ST October 2024 has been increased from Rs. 25,00,00,000/- to Rs. 30,00,00,000/- The Authorized
Share Capital of the Company is Rs. 30,00,00,000/- consisting of 3,00,00,000 Equity Shares of Rs. 10/-
each.

Paid up Share Capital:

During the year under review the paid-up share capital of the company is Rs. 23,92,05,000/-. There
has been no change in the paid-up share capital of the company.

8. Subsidiary, Joint Venture, and Associate 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.

9. Consolidated Financial Statements:

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 2024-25, together with the Auditors'' Report forms
part of this Annual Report.

10. Directors'' Responsibility Statement:

Your director''s state that:

i. in the preparation of the annual accounts for the year ended 31^st March 2025, 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, 2025, 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.

11. Corporate Governance:

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.

12. Management Discussion and Analysis:

A brief note on management discussion and analysis is annexed as Annexure- II which forms part of
the Directors Report.

13. Contracts and Arrangements with related parties:

All transactions entered with related parties during the financial year were in the ordinary course of
business and on arm''s 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.

14. Declaration by Independent Director under sub-section (6) of section 149:

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.

15.Internal Financial Controls:

The Company has in place adequate internal financial controls regarding financial statements.

16. Listing:

The equity shares of the company are listed on the NSE Emerge SME platform of NSE and the listing
fee for the financial year 2024-25 is paid to the concerned Stock Exchange.

17. Board of Directors& Key Managerial Personnel:

The Composition of the Board of Directors and Key Managerial Personnel of the Company 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	Mr. Radhakrishnan Pillai DIN:01929190	Independent Director
4	Ms. Tina Jeevan Dass DIN:09540374	Independent Director
5	Mr. Rohan Vilas Jadhav DIN:11016318	Additional Director (Non-Executive)

6	Mrs. Bhumika Atul Dedhia DIN: 11205952	Additional Director (Independent)
7	Mr. Jay Bharatbhai Pansuria	Company Secretary
8	Mr. Shashikant Jayantibhai Rathod	CFO

In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Prasham Nitin Shah
(DIN:09540340) 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.

Further, the Company Secretary Mrs. Mamta Prasad Chaoji had resigned from the post of Company
Secretary w.e.f. 31^st May 2024. The Company had appointed Mr. Jay Pansuria as a Company Secretary
w.e.f. 28^th June 2024.

Furthermore, Mr. Devashish Kumar Modal resigned from the post of CFO w.e.f. 16^th April 2015 and
Mr. Shashikant Jayatnibhai Rathod was appointed as CFO of the company w.e.f. 01^st May, 2025.

18. Familiarization Programmes:

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.

19. Annual Board Evaluation:

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.

20. Policies:

a) Policy for Selection of Directors and determining Directors'' Independence
1. Policy

Qualification and Criteria:

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 Company''s 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 re-assess
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 Company''s
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.

21. Training of Independent Directors:

Whenever new Non-executive and Independent Directors are inducted into the Board they are
introduced to our Company''s'' Organizational structure, our business, constitution, board procedures
and management strategy. They are provided with Company annual reports, etc.

22. Particulars of Employees and related disclosures:

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 entitles 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.

23. Auditors and Auditor''s Report:

Statutory Auditor

In the AGM held on October 30, 2021, M/s. R H AD & Co., Chartered Accountants, has been
appointed as Statutory Auditors for 5 years i.e., from the conclusion of 16th Annual General Meeting
until the conclusion of the 21st Annual General Meeting.

The Notes on financial statement 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 2024-25. The Secretarial Audit Report for the financial year
ended March 31, 2025, is enclosed in Annexure-V to this Report.

Further, in the Board meeting held on 3^rd September 2025, M/s Mehta & Mehta, Practicing Company
Secretaries (Firm Registration Number: P1996MH007500) has been recommended to the members of
the Company in the ensuring Annual General Meeting for appointment as a Secretarial Auditor for a
period of five years commencing from F.Y. 2025-26 to F.Y. 2029-30.

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.

24. Corporate Social Responsibility:

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/

25. Vigil Mechanism:

The Company''s whistle Blower Policy/ Vigil Mechanism (a mechanism) is formulated for securing/
reporting deterring/ punishing/ rectifying any unethical, unlawful acts, behavior 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 Company''s
website at www.giriraj.co

26. Code for Fair Disclosure, Internal Procedures and Conduct for Regulating, Monitoring, and
Reporting of Trading by Insiders:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of
the SEBI (Prohibition of Insider Trading) Regulation,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.giriraj.co

27.Meetings of the Board:

During the year under review, there were Ten 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	05.04.2024	4	4
2	28.06.2024	4	4
3	20.08.2024	4	4
4	30.05.2024	4	4
5	06.09.2024	4	4
6	21.10.2024	4	4
7	28.10.2024	4	4
8	14.11.2024	4	4
9	04.02.2025	4	4
10	28.03.2025	4	4

28.Committees of the Committees:

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	30.05.2024	3	3
2	06.09.2024	3	3
3	21.10.2024	3	3
4	14.11.2024	3	3
5	12.03.2025	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

Mr. Krushang Mahesh Shah resigned as the member of NRC w.e.f 5^th May 2025 and Mrs. Bhumia
Atul Dedhia was appointed as a Member of NRC w.e.f. 5^th May 2025.

Number of Nomination and Remuneration Committee Meetings (NRCM):

Sr. No.	Date of NRCM	No. of Members as on	No. of Members presented
		date of NRCM	in the NRCM
1	28.10.2024	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 (SRCM):

Sr. No.	Date of SRCM	No. of Membe date of SRCM	rs as on	No. of Members presented in the SRCM
1	28.10.2024	3		3

Mr. Krushang Mahesh Shah resigned as the member of SRC w.e.f 5th May 2025 and Mr. Prasham
Nitin Shah was appointed as a Member of SRC w.e.f. 5th May 2025.

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

The said committee was constituted w.e.f. 5^th May 2025. Therefore, no meeting was held during the
F.Y. 2024-25.

29. Particulars of Loans, Guarantees or Investments:

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.

30. Development and Implementation of a Risk Management Policy:

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.

31. Annual Return:

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
Board''s report. A copy of Annual Return of the Company will be available on our website
www.giriraj.co

32.Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Since Company''s 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.

33.Secretarial Standards Compliance:

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.

34. Details of application made or any proceeding pending under the insolvency and Bankruptcy
Code, 2016 during the financial year along with their status as at the end of the financial year:

During the Financial Year 2024-25, 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.

35. Details of difference between the amount of valuation at the time of one time settlement and
the valuation done at the time of taking a loan from the banks or financial institutions along
with the reasons thereof:

During the Financial Year 2024-25, the Company has not made any settlement with its bankers for
any loan / facility availed or / and still in existence.

36. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

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
2024-25 is as follows:

Particulars	No. of Complaints
Number of Complaints pending as on beginning of the financial year	NIL
Number of Complaints received during the financial year	NIL
Number of Complaints disposed off during the financial year	NIL

Number of cases pending for more than 90 days	NIL
Number of Complaints pending as on the end of the Financial Year	NIL

37. Compliance With the Provisions of Maternity Benefits Act, 1961:

The Company has duly complied with the provisions of the Maternity Benefits Act, ensuring all
eligible employees receive the benefits and protections as mandated under the Act.

38. General:

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 Company''s 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 & environmental friendly and Monitoring and
periodic review of the designed SHE Management System are done on a continuous basis.

4. During the year under review Company has not done Credit rating.

39. Acknowledgment:

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 Company''s employees.

Date: 03.09.2025 For and on behalf of the Board of Directors

Place: Mumbai. Sd/-

Krushang Shah
Chairman & Managing Director
DIN:07198525

---

Mar 31, 2024

Your directors present their 19^th Annual Report and Audited Accounts for the year ended March 31, 2024.

Financial Results:

The Company’s financial performance, for the year ended March 31, 2024, is summarized below:

(Rs. In Lakhs)

Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Gross Income	15,897.92	11,092.14
Profit /(Loss) before Interest, Depreciation and tax	1695.36	849.76
Less: Interest, Depreciation, and tax	(678.60)	(378.28)
Profit (Loss) before Tax	1317.17	591.08
Less: Provision for Tax	(304.88)	(140.63)
Profit (Loss) for the year/After Tax	1,012.29	450.45

Operations/State of Company’s affairs:

During the year the Company has generated revenue from operations of Rs. 13714.33/- (Rs. In lakhs), (including other income) and earned net profit after tax Rs. 1012.29/- as compared with the corresponding figures in the previous year of Rs.9630.55/- and Rs. 450.45 /- respectively. The total revenue increased by Rs. 4083.78 (Rs. in lakhs) /- as compared with last year as well as net profit after tax also increased by Rs. 561.84 /- as compared with last year.

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. Dividend:

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, 2024.

Transfer to Reserves:

An amount of Rs. 50.00/- (Rs. in lakhs) has been transferred to General Reserves for the financial year 2023-24.

Public Deposits:

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.

Share Capital:

Authorized Share Capital:

The Authorized Share Capital of the Company is Rs. 25,00,00,000/- consisting of 2,50,00,000 Equity Shares of Rs. 10/- each. During the year under review, there has been no change in the Authorized Share Capital of the Company.

Paid up Share Capital:

During the year under review, the Board of Directors in its Board meeting held on the 16^th October 2023, had allotted 7,40,000 equity shares at a face value of Rs. 10 each on a preferential basis in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”), as amended and other applicable laws and regulations issued by SEBI from time to time, at a price of Rs. 581/- per Equity Share aggregating to Rs. 42,99,40,000/-. The allotment details are as under: -

Sr. No.	Particulars	PAN Number(s) of the allottee(s)	Number of Equity Shares to be allotted
	Promoter Category
1.	Mr. Krushang Mahesh Shah	DIFPS8897P	2,00,000
	Non-Promoter category
2.	Mr. Nitin shah	AAVPS0807L	50,000
3.	Mr. Raichand mehta	AEIPM1945E	1,50,000
4.	M/s. Chips & Bytes (India) Pvt. Ltd.	AADCC0754H	1,75,000
5.	M/s. Wisdom packaging Pvt. Ltd.	AAACW9855A	1,50,000
6.	M/s. Inder Singh Parihar	AAEPP6061C	10,000
7.	Mr. Gulshan Arora	AEDPA0848M	5,000
	TOTAL		7 40 000

Further, during the year under review, the Board of Directors in its Board meeting held on Saturday, 04^th November 2023 had allotted 1,91,36,400 Bonus Equity Shares of the face value of Rs. 10/- each to the eligible shareholders entitled to receive the Bonus Equity Shares of the Company in the proportion of 4:1 as on record date being 3^rd November 2023.

The Equity Shares allotted through preferential allotment and Bonus shall rank pari passu in all respects with the existing Equity Shares of the Company.

Subsidiary, Joint Venture, and Associate 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.	Moksha Construction	36%
1	R.K. Madani	40%
2	Prime Enterprises & K.K. Engineering	25%
3	Dev Engineers	25%
4	Mehrotra Buildcon Private Limited	49%
5	Shree Manglam Buildcon (I) Private Limited	49%

Directors’ Responsibility Statement:

Your director’s state that:

i. In the preparation of the annual accounts for the year ended 31^st March 2024, 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, 2024, 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.

Corporate Governance:

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.

Management Discussion and Analysis:

A brief note on management discussion and analysis is annexed as Annexure- I which forms

part of the Directors Report.

Contracts and Arrangements with related parties:

All transactions entered with related parties during the financial year were in the ordinary course of business and on arm’s 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 II.

Declaration by Independent Director under sub-section (6) of section 149:

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.

Internal Financial Controls:

The Company has in place adequate internal financial controls regarding financial statements.

Listing:

The equity shares of the company are listed on the NSE Emerge SME platform of NSE and the listing fee for the financial year 2023-24 is paid to the concerned Stock Exchange.

Board of Directors & Key Managerial Personnel:

During the year under review, the Board comprises of two executive Directors and two NonExecutive Independent Directors including one Women Director. The details of the Board of Directors and KMPs are as under: -

Sr. No.	Particulars	Designation
1	Mr. Krushang Mahesh Shah DIN: 07198525	Managing Director
2	Mr. Prasham Nitin Shah DIN:09540340	Executive Director
3	Mr. Radhakrishnan Pillai DIN:01929190	Independent Director-NonExecutive Women Director
4	Ms. Tina Jeevan Dass DIN:09540374	Independent Director-NonExecutive Women Director
5	Mrs. Mamta Prasad Chaoji	Company Secretary
6	Mr. Devashis Kumar Mondal	C.F.O

Further, the Company Secretary Mrs. had resigned from the post of Company Secretary w.e.f. 31^st May 2024. The Company had appointed Mr. Jay Pansuria as a Company Secretary w.e.f. 28^th June 2024.

Policies:

a) Policy for Selection of Directors and determining Directors’ Independence

1. Policy

Qualification and Criteria:

a) The Nomination and Remuneration (NR) Committee, 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 NR Committee may take into account factors, such as:

• General understanding of the Company’s 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 NR Committee shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess 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 Company’s 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 (NR) Committee, 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 NR Committee, 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 NR Committee, 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.

Board Evaluation:

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.

Training of Independent Directors:

Whenever new Non-executive and Independent Directors are inducted into the Board they are introduced to our Company’s’ Organizational structure, our business, constitution, board procedures and management strategy. They are provided with Company annual reports, etc.

Particulars of Employees and related disclosures:

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 entitles 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.

Auditors and Auditor’s Report:

Statutory Auditor

In the AGM held on October 30, 2021, M/s. R H A D & Co., Chartered Accountants, has been appointed as Statutory Auditors for 5 years i.e., from the conclusion of 16^th Annual General Meeting until the conclusion of the 21^st Annual General Meeting.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The qualification, reservation or adverse remarks in the Auditor’s report are as follows:

1. The Company had not complied with the provisions of Section 185 of the Companies Act, 2013. The Company has granted loan to related parties during the year to the extent of Rs. 242.22 lakhs and interest thereon charged, year to end balance were Rs. 59.10 lakhs towards principal and interest amount.

Management reply:

The Company was not aware on the Compliance of Section 185 of the Companies Act 2013. The Company will do the needful compliance of Section 185 of the Companies Act 2013 in due course.

Secretarial Auditor:

The Board has appointed M/s Mehta & Mehta, Practicing Company Secretary, Mumbai to conduct a Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024, is enclosed in Annexure- III 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.

Vigil Mechanism:

The Company’s whistle Blower Policy/ Vigil Mechanism (a mechanism) is formulated for securing/ reporting deterring/ punishing/ rectifying any unethical, unlawful acts, behavior etc. and to enable to voice/ address bona fide 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 Company’s website at www.giriraj.co

Code for Fair Disclosure, Internal Procedures and Conduct for Regulating, Monitoring, and Reporting of Trading by Insiders

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 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.giriraj.co

Meetings of the Board:

During the year under review, there were twelve 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	01.04.2023	4	4
2	29.05.2023	4	4
3	21.06.2023	4	4
4	29.07.2023	4	4
5	28.08.2023	4	4
6	16.10.2023	4	4
7	04.11.2023	4	4
8	11.11.2023	4	4

9	16.12.2023	4	4
10	02.01.2023	4	4
11	20.02.2024	4	4
12	30.03.2024	4	4

Committees of the Committees:

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

During the year under review, the committee meeting was held four times on 20^th May 2023, 28^th August 2023, 11^th November 2023, 20^th February 2024.

b) Nomination & Remuneration Committee:

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	Mr. Krushang Mahesh Shah	Member

During the year under review, the committee meeting was held one time on 28^th August 2023.

c) Stakeholders Relationship Committee:

The members of the Stakeholders Relationship Committee are as under:

Sr. No.	Particulars of Members	Designation
1	Ms. Tina Jeevan Dass	Chairman
2	Mr. Prasham Nitin Shah	Member
3	Mr. Krushang Mahesh Shah	Member

During the year under review, the committee meeting was held one time on 28^th August 2023 Particulars of Loans, Guarantees or Investments:

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.

Development and Implementation of a Risk Management Policy:

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.

Annual Return:

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 web link of such annual return shall be disclosed in the Board''s report. A copy of Annual Return of the Company will be available on our website www.giriraj.co

General:

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. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting, or otherwise.

3. No orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operations in future.

4. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Since Company’s 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.

Acknowledgment:

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 Company’s employees.

Date: 21/10/2024 For and on behalf of the Board of Directors

Place: Mumbai. Sd/-

Krushang Shah Chairman & Managing Director DIN: 07198525

---

Mar 31, 2023

DIRECTORS’ REPORT

To,

The members of

GIRIRAJ CIVIL DEVELOPERS LIMITED

Your director’s presents theiE ighteenthAnnual Report and Audited Accounts for the year
ended March31, 202 3.

Financial Results

The Company’s financial performance, for the year ended March 3 12C2 3 is summarized
below:

PARTICULARS	FOR THE YEAR ENDED 31/03/2023	FOR THE YEAR ENDED 31/03/2022 9,466.72
Gross Sales/Contract Receipt Profit Before Taxation Less: Provision Taxation Less (Add): Provision for Deferr Tax Less (Add): Adjustment o Taxation Profit After Taxation Less: Transferred to Gene Reserve Less: Gratuity Provision Add: Profit Brought F orward fr P.Y. Balance Carried to Balance Shee	f»24
	591.10	502.26
	©.60	£1(0
	£72	121
	8.31	0.91
	450.47	379.14
	35.C0	30.(0
	-	-
	2,26108	191192
	2,676.55	226106
Basic / Diluted Earnings Per Share	11.14	11.69

The highlights of the company’s performance for the year ended March 31, 2023 are as
under:

• Gross revenue from operations was RC9 24 Lakhs

• EBITDA for the year was R91 0 Lakhs

• Net Profit for the year was4RM7 Lakhs

Dividend

In order to conserve the resources and to meet businessrequirements, your Dir ectorhave not
recommended any dividend for the FY ended 3March,2C2 3.

Transfer to Reserves

Amount of Rs. 35,00,OCty - has been transferred General Resrves for the financial year
2022-23.

Fixed Deposits

The Company has neither invited nor accepted any fixed deposits from bhic . pu
Share Capital

During the year under review, in the EGM held on January 11, 2023, the Authorized Share
Capital of the Company was increased from existing Rs. 4,OO0QOO-y(Rupees Four Crore)
divided into 4Q0Q0C0 (Forty Lacs) Equity Shares of Rs. 10/ (Ten) each to Rs.
25,0Q0Q0[iy - (Rupees TwentyF ive Crore) divided into 2,5Q0Q0[D (Two Crore F ifty Lacs)

Equity Shares of Rs. -0(Ten) each ranking pari passu in all respect with the existing Equity
Shares of the Company, and consequential amendment in Memorandum of Association of the
Company

Further in the EGM held on January I, 2023, the members accorded approval to offer, create
and issue 8,00,000 (Eight Lac) Equity Shares of face value of Rs. -D/Ten) each to Mr.
Bhupesh Dinesh Agrawal (PAN No. AGLPA5465A) resident of 20)1^/2I]2, 2kt Flor,
Jalaram Heights, Ganjawala Lane, Near Chamunda Circle, Borivali (West), Mumbai
092 on a preferential basis in accordance with the applicable provisions of the Companies
Act, 20B and rules framed thereunder and the SEBI (Issue of Capital antbsDrsc
Requirements) Regulations, 2018 (“ICDR Regulations”), as amended and other applicable
laws and regulations issued by SEBI from time to time, at a price of R s(R2Fpees Two
Hundred and Seventy One Only) per Equity Share aggregating to Rs. 02000/ -.
Accordingly, the Board of Directors in their meeting held on January 3/ 2023 allotted the
shares to the said Allottee. The listing and trading approvals duly ebtained. Post issue
paid up equity share capital is 4044100 equity shares of R)0/ - each.

Subsidiary, Joint Venture and Associate Company

The Company does not have any subsidiary or associate company except partnership in Joint
Venture Firms namely M/s. Dev Engineers & Giriraj, M/s. Moksha Constructions Giriraj,
Prime-Giriraj-KK (JV), M/s. R.K.M adani & Giriraj and M/s. MBPL GCDL. Dtails of JV
partners and their share in the firmsare disclosedin the notes to the F inancial stateme nts.

Directors’ Responsibility Statement

Your Directors state that:

i. In the preparation of the annual accoufior; the year ended March 3202 3, the
applicable accounting standards have been followed and theirs en o 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 so as to give a true

and fair view of the state affairsof the Company as aMarch 31, 202 3 and of the
profit of the Company for the year ended on tdate;

iii. The Directors have taken proper and sufficciaernet for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for venting and detecting fraud and other irdagties ;

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 financeffectively; 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

Corporate Governance

The Company being listed on SME platform of NSE emerge, the compliance withCorporate
Governance provisions is not applicable to the company as per Regulation 5 of the SEBI
(Listing Obligations and DisclosuRequirements Regulations 20B .

Management Discussion and Analysis

A brief note on management discussion and analysis is annexed which forms part of the
Directors Repor t

Contracts and Arrangements with related parties

All transactions entered into with related pariieing the financial yeawere in ordinary
course of business anon arm’s length price basis . Suitable disclosures as required under AS
B have been made under notes to Financial StatementDisclosure of particulars of
contracts/arrangements entered into by the company withed ^patties is in F orm AGBGat
Annexure I.

Declaration by Independent Director under sub-section (6) of section 149

The Company has received Declaration that the Independent Director meets the criteria of
Independence laid down in subsection (6) of section 49 of the Companies Act 20B .

Internal Financial Controls

The Company has in place adequate internal finandantrols with reference to financial
statements

Listing

The equity shares of the company are lisfnSME platform NSE Emergend listingfee
for the financial yea@Q2 2-23 is paid to the concerned Stock Exchange.

RECLASSIFICATION

During theyear, the request letter dated. CG/2/2CE2 received from Mr. Arvind Kantilal
Shah on 02/12/2022 for removal and reclassification from ‘Promoter Category’ to ‘Public
Category’ under Regulation 31A of the SEBI (Listing Obligations and Disclosure
Requirements Regulations, 205. He holds NIL Shares in the CompaAccordingly, the
Board in their meeting held on December E, 2022 approved the same subject to the
approval of members. The members in their EGM held on March 0, 2023 approved
reclassification. TheApplication filed with NSE towards reclassification pursuant to
Regulation 3A of the SEBI Listing Regulation spending for approval .

BOARD OF DIRECTORS

As on the date of this reportthe Company has Four (4) Directorsconsisting ofManaging
Director Executive Director 2 Non-Executive & Independent Directoiincluding Woman
Directoron its Board .

During the FY202 2-23 under review,no changes in theAppointments/Resignations of
Dir ect or s and Key M anager ial P er soi(KM I) were held.

POLICIESa) Policy for Selection of Directors and determining Directors’ Independence1. PolicyQualification and Criteria

a) The Nomination and Remunerati(NR)Committee, and the Board, shall review
on an annual basis, appropriate skills, knowledge and experience required of the
Board as a whole and itisidividual members The objective is to have a Board
with understanding of industry & strategy of the Company.

b) In evaluating the suitability of individual Board members, the NR Committee may
take into account factors, such as:

• General understanding of the Company’s business & industry.

• Educational and professional background

• Personal and professional ethiaategrity and value s

c) The proposed appointee shall also fulfithe entir erequirement as may be
prescribed, from time to time, under the Companies 120IS ,and other relevant
laws.

2. Criteria of Independence

a) The NR Committee shall assess the independeofceDirectors at the time of
appointment / r-appointment and the Board shall assess the same annually. The

Board shall reassess determinations of independence when any new interests or
relationship are disclosed by a Direct or.

b) The criteria of independee, as laid down in Companies Act, 20B shall be
followed.

c) The Independent Directors shall abide by the “Code for Independent Directors” as
specified in Schedule V to the Companies Act, 20B.

b) Remuneration policy for Directors, Key Managerial Personnel and other
EmployeesA. 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 remathen is reasonable to
attractretain and motivate, to run the company successfully.

ii) Ensuring that relationship of remuneration to performance is clear.

B. Scope and Exclusion

This Policy sets out the guiding principles for the Nomination and Remuneratio
Committee for recommending to the Board the remuneration of the directors, key
managerial personnel and other employees of the Company.

C. 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

a) The Chief Executive Officer or the managing director or the manager;

b) The Company Secretar y;

c) The Wholetime Director;

d) The Chief Financial Officer; and

e) Such other offer as may be prescribed under the Companies Act, 20B

iii) Nomination and Remuneration Committee” means the committee
constituted

b y Company’s Board in accordance with the provisions of Section 178 of the
C ompanies Act,

D. Policy1. Remuneration to Executive Directors and Key Managerial Personnel

i) The Board, on the recommendation of the Nomination Remuneration
(NR) Committee, shall review and approve the remuneratpayable to the
ExecutiveDirectors of the Company within the rove limitsas per the law/
approved by the Shareholders

ii) The Board, on the recommendation of the NR Committee, shall also review
and approve the remuneration payable to theiyKManagerial Personnel of
the Company.

2 Remuneration to Non-Executive Director

The Board, on the recommendation of the NR Committee, shall review and
approve the remuneratioipayable to the Nonexecutive Director sof the
Company within the overall limits as per the lawipproved by the
shareholders .

3 Remuneration to other employees

Remuneration to individual employe e shall be accordingly to the
qualificationand workExperience

Board Evaluation

The Board evaluated the effectiveness of its functioning and that of the Committees and of
individual directors on theasis of various aspects /criteria of board/ Committee Governance.

The criteria & aspects covered in the evaluatinnluded knowledge to perform the role,
level of oversight, performance of duties and fuefilmentof 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 NEnecutive Directors.

Training of Independent Directors

Whenever new Nonxecutive and Independent Directors are inducted in the Board they are
introduced to our Company’s’ Organization structure, our business, constitution, board
procedures and management strategy. They are pderiiwith Company annual reports, etc.

Particulars of Employees and related disclosures

In terms of the provisions of Section P7 (E) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) RlOlfes, thereare
no employees drawing remuneration in excess of the limits set out in the said rules.

The information pertaining) remuneration and other details as required under Section
P7(E) of the Act read with Rule 5() of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, EOttvill be provided upon request! n terms of section B6 of
the CompaniesAct, EOB , the Report anAccounts are being sent to the members and other
entitles thereto,xcluding the information on employees and remuneration particuMrk h
is available for inspection at the registered office of the company during busines soihours
working days till the date of ensuing annual general meeting of the compfuayiy member
is interested in obtaining a copy thereotfch member may write to the Company in this
r egar d.

Auditors and Auditor’s Report
Statutory Auditor

In the AGM held oO ctober 3Q 2(E1, M/s.R H A D & Cp.Chartered Accountanfhas
been appointed asStatutoryAuditors for a period of 5 years ,i from the conclusion of6^tl^h
Annual General Meetg until the conclusion of the ^s2Annual General Meeting.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and
do not call for any further comments. The Auditors’ Report does not contain any
qualification, reservation or adverse remark.

Secretarial Auditor

The Board has appointedMr. Sandeep DubeyPracticingCompany Secretary, to conduct
Secretarial Audi for thefinanciai year 2022-23. The Secretarial Audit Report for the
financial year ended March 3202 3 is enclosed at Annexure II to this Report .

The Company being listed on SME platform, compliance with theAnnual Secretarial
Compliance Reportpursuant tcRegulation 24A of SEBI LODR Regulations, 205 is not
applicable to the Company.

DISCLOSURESVigil Mechanism

The Company’s whistle Blower Policy/ Vigil Mechanism (mechanism) is formulated for
securing/ reporting deterring/ punishing/ rectifying any unethical, unlawful acts, behavior etc.
and to enable to voice/ addresbonafide concernof malpractice, deviation froithe policies
of the Company internally in an effective and systematic manner after its discovery.

The Policy on vigil mechanism and whistle blower policy may bceaced on the Company’s
website atwww.gir iraj.co

Code for Fair disclosure, Internal Procedures and Conduct for Regulating, Monitoring
and Reporting of Trading by Insiders

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of thS EBI prohibition of InsideTrading) Regulation,20B, 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 fondated to regulate, monitor and ensure
reporting of deals by employeesnd 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 disclosureof unpublished price sensitive information and code of conduct for the
prevention of insider trading, is available on our webwww. gir ir aj. co

Meetings of the Board

Eleven meetings of the Board of Directowere held during th€i nancial year from April 01
2022 to March 3i202 3. The dates on which tlmeetings werdield are asfollows: -

08.04.2022, 3005.2C22 03.112022 4.n2022, 21112022; 2.E2C22 , 02012023,

E012C23, 3t012023, 0103.2023 and 25.03.2023

Committees of the Board

The company hast he following committee of thB oard: -

a) Audit Committe e

b) Nomination & Remuneration Committ ee

c) Stakeholders Relationship Committee

The compositions, powers, roles, terms of:ference,etc. and no. of meeting heldf relevant
Committeesis as per the requirements of the applicable laws

Particulars of Loans, Guarantees or Investments

Pursuant tthe provisions of Section 186(4) of the Companies Act, 20B requiring disclosure
in the financial statements of the full particulars of the loan given, 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 rciysifciany,
is disclosed in the financial statements

Development and Implementation of a Risk Management Policy

The company does not envisage any ri slwhich may threaten the existence of the company
Company takes all necessary stepsidontify measures & manage risk effectively.

Annual Return

As per therequirement of; ection 92(3), every company shall place a copy of the annual
return on the websitf the company, if any, and the webnk of such annual return shall be
disclosed in the Board''s report. A copf Annual Return of the Companyaisailable on our
webs it e www.gir iraj.co

General

Your directors’ state that no disclosure reporting is required in respect of the following
items as there were no transactions on these items during the year under review:

1 Details relatingo deposits covered under Chapter V of the Act.

2 Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. No orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status anCompany’s operations in futur e.

Your directors’ further state that during the year under review, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (PrevflitdMbitionand
Redressal) Act, 20B.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and
Outgo

Since Company’s business does not involve any manufacturing activity the information
required to be provided under Section B4 (3)(m) of the Companies act, 20B read with the
Companies (Accounts)Rules, 204 are nil / Not applicable .

Your company neither earned nor spent any foreign exchange during the year.
Acknowledgement

Your directorswould like to express their sincere appreciation for the assistance and co
operation received from the baa, Governmeit authorities, customers, Board memberd
members of the companyduring the year under review. Yodirectorsalso wish to place on
record their deep sense of appreciation for the committed services by the Company’s
employees.

For and on behalf of the Board
Sd/- Sd/-Place: Mumbai Krushang Shah Prasham Shah

Date: 30/05/2023 Managing Director Director