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)

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

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year under review, Company's 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: -

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 re¬
appointment of Mr. Deepak Kumar (DIN: 09292428), Non-Executive Non¬
Independent Director.

C. CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

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:

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

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
Director's 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 Company's 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 COMPANY'S 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 company's 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. AUDITOR'S 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 self¬
explanatory.

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 Auditor's
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 Company's website at

https:/ / 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 arm's 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 arm's 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 director's 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)

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 Company's Code of Business Conduct and Ethics
(Annexed herewith as "Annexure-VIII")

2. A compliance certificate from the Company's 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 company's 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 Company's 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:-

* 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. COMPANY'S POLICY RELATING TO DIRECTOR'S 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 Company's 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 over¬
all 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 Company's endeavour to build and nurture
strong links with the trade based on mutuality of benefits, respect for and co¬
operation 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