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)

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:

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: -

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: -

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:

Number of Audit Committee Meetings (ACM):

b) Nomination & Remuneration Committee (NRC):

The members of the Nomination & Remuneration Committee are as under:

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):

c) Stakeholders Relationship Committee (SRC):

The members of the Stakeholders Relationship Committee are as under:

Number of Stakeholders Relationship Committee (SRCM):

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:

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:

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