DIRECTORS' REPORT

Your Board of Directors takes pleasure in presenting the 16^th Annual Report together with the
Audited Financial Statements of the Company for the Financial Year ended March 31, 2026.

1. FINANCIAL RESULTS:

2. PERFORMANCE:Standalone

Your Board takes pleasure in reporting that the Revenue from Operations of the Company
for the Financial Year ended March 31, 2026 amounted to Rs. 53,071.52 Lakhs as against
Rs. 22,503.01 Lakhs in FY 2024-25. the operations of the Company resulted in a net profit
of Rs. 12,254.11 Lakhs for the FY 2025-26 as against Rs. 4,980.48 in FY 2024-25.

Consolidated

During the year under review, the Revenue from Operations of the Company on a
consolidated basis amounted to Rs. 53,071.52 Lakhs as against Rs. 22,567.35 Lakhs in the
previous fiscal. The operations resulted in a Comprehensive Income for the period of the
company of Rs. 12,245.32 Lakhs as against Rs. 4,979.54 in the previous year.

3. DIVIDEND:

The Board of Directors, after considering the financial performance and future
requirements of the Company, has not recommended any dividend for the financial year
ended March 31, 2026. Accordingly, no dividend has been declared or paid during the year
under review.

4. TRANSFER TO RESERVES:

During the year under review, the Company has earned a profit of Rs. 12,254.11/- Lakh
during the financial year 2025-26, thus, profit is transferred to the reserves. Further, in
consolidation the profit is around 12,249.33/- Lakhs.

Total Amount lying in the Standalone Reserve and Surplus account at the end of the year
financial year is Rs. 40,780.05/- Lakhs and in consolidation reserve and surplus stood at
Rs. 40,774.29/- Lakhs

5. SHARE CAPITAL:

During the financial year under review, the authorised share capital of the Company was
increased from Rs. 50,00,00,000 (Rupees Fifty Crore only) divided into 10,00,00,000 (Ten
Crore) equity shares of Rs. 5 (Rupees five only) each to Rs. 80,00,00,000 (Rupees Eighty
Crores Only) by creation of additional 6,00,00,000 (Six Crore) equity shares of Rs. 5
(Rupees Five only) each with effect from 01^st December, 2025.

The paid-up Equity Share Capital of the Company as on March 31, 2026 was Rs.
46,52,08,710 (Rupees Forty-Six Crore Fifty-two Lakh Eight Thousand Seven Hundred Ten
only) divided into 9,30,41,742 (Nine Crore Thirty Lakh Forty-one Thousand Seven
Hundred Forty-two) Equity Shares of Rs.5/- each.

6. DEPOSITS:

During the year under review, the Company has not accepted deposits from the public
falling within the ambit of Section 73 of the Companies Act, 2013 (“Act”). As on March
31, 2026, there were no deposits lying unpaid or unclaimed.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees, Investments by the Company as of March 31, 2026 form part
of the Notes to the financial statements provided in this Annual Report.

8. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of sub-section (3) of Section 129 of the Act and
Regulation 34(2) of the SEBI Listing Regulations, the Consolidated Financial Statements
of the Company, including the financial details of all the subsidiary companies, forms part
of this Annual Report. The Consolidated Financial Statements have been prepared in
accordance with the Accounting Standards prescribed under Section 133 of the Act.

9. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES:

During the year under the review, the Company has 2 (two) Subsidiary Companies named
PKH Ayodhya Private Limited and PKH Projects LLP (as per Accounting Standards).
Also, the Company has 1 (one) associate Company named UP World Trade Centre Private
Limited.

The Company has formed an entity in Saudi Arabia which also intimated to stock
exchanges; however, no investment has been made yet.

No other subsidiary, associate, or joint venture companies were incorporated or ceased
during the year.

As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, a separate statement containing the salient features of the financial
statements of the Subsidiary Companies / Associate Companies/ Joint Venture Companies
in the prescribed Form AOC-1 as Annexure-A is attached to the Financial Statements of
the Company.

10. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section
134 of the Act, the Board of Directors of the Company, to the best of its knowledge and
belief, hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31,
2026, the applicable Accounting Standards have been followed and no material
departures have been made from the same;

b) we have selected such accounting policies and applied 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 as at March 31, 2026 and of the profit of the Company
for the year ended on March 31, 2026;

c) we 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;

d) we have prepared the annual accounts for the financial year ended on March 31, 2026
on a going concern basis;

e) we have laid down internal financial controls and the same have been followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

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

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:Directors

The Board composition of the Company as on March 31, 2026, was as under:

During the financial year, Mr. Krishnakumar Laxman Bangera was appointed as an
Independent Director w.e.f. 01^st April, 2025 and Mr. Rajvirendra Singh Rajpurohit resigned
as an independent director w.e.f. 01^st May, 2025.

After the end of financial year, Ms. Priyanka Yadav has resigned from the post of
Independent Director w. e.f. 03^rd April, 2026 and Ms. Dhruti Harsh Satia has been appointed
w.e.f. 21^st April, 2026.

Key Managerial Personnel

Details of Key Managerial Personnel of the Company as on March 31, 2026, are as under:

1. Mr. Pravin Kumar Brijendra Kumar Agarwal, Managing Director and Chairman

2. Mr. Rohit Ramanand Pareek, Whole-time Director and Chief Financial Officer

3. Ms. Aaushi Batheja, Company Secretary and Compliance Officer
Declaration by Independent Directors

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16
of the SEBI Listing Regulations including amendments thereof, the Company has received
declarations from all the Independent Directors of the Company that they meet the criteria
of independence, as prescribed under the provisions of the Act and the SEBI Listing
Regulations. There has been no change in the circumstances affecting their status as an
Independent Director during the year. Further, the Independent Directors of the Company
have also confirmed that they are in compliance with the Code for Independent Directors
prescribed in Schedule IV to the Act.

The Non-Executive Directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission and reimbursement of expenses, if
any, incurred by them for the purpose of attending meetings of the Board/Committee(s) of
the Company.

Separate Meetings of Independent Directors:

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.

Board’s opinion on Independent Director

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, the Board is of the
opinion that Mr. Krishnakumar Laxman Bangera, who was appointed as an Independent
Director of the Company during the financial year, possesses the requisite integrity,
expertise, experience and proficiency required for the effective discharge of his duties and
responsibilities as an Independent Director of the Company.

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel
and Senior Management Personnel

The Board of Directors have adopted a Nomination and Remuneration Policy in terms of
the provisions of sub-section (3) of Section 178 of the Act and Regulation 19 read with Part
D of Schedule II of the SEBI Listing Regulations, dealing with appointment and
remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The Policy covers criteria for determining qualifications, positive attributes, independence
and remuneration of its Directors, Key Managerial Personnel and Senior Management
Personnel.

Board Evaluation

The Board has carried out an annual performance evaluation of its own performance,
individual Directors and of its committees pursuant to the provisions of the Act and the
SEBI Listing Regulations.

The Board evaluation was conducted through a structured questionnaire designed based on
the criteria for evaluation laid down by the Nomination and Remuneration Committee. In
order to have a fair and unbiased view of all the Directors, the Company engaged the
services of an external agency to facilitate the evaluation process.

A meeting of Independent Directors was held on March 16, 2026, chaired by Mr.
Krishnakumar Laxman Bangera, Lead Independent Director for the meeting, to review the
performance of the Chairman and other Non-Independent Director(s) of the Company and
the performance of the Board as a whole as mandated by Schedule IV of the Act and the
SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity
and timeliness of flow of information between the Company management and the Board,
which is necessary for the Board to effectively and reasonably perform their duties. The
feedback of the meeting was shared by Lead Independent Director with the Board of the
Company. The action areas identified out of evaluation process have been discussed and
are being implemented.

Meetings of the Board of Directors

During the year under review, the Board of Directors met thirteen times, details of which
are provided below:

Committees of the Board

The Board has duly constituted committees namely Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility Committee, and Stakeholders’
Relationship Committee, which function according to their respective roles and defined
scope.

Details of composition, terms of reference and number of meetings held during the financial
year 2025-26 for all the Committees are given in the Corporate Governance Report.

12. 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/wpcontent/uploads/2023/09/7.-
NRC-POLICYRemuneration-Policy-for-Directors.pdf

13. AUDITORS:Statutory Auditors and Auditors’ Report

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, M/s Agarwal Tibrewal & Co., Chartered Accountant (Firm
Registration No. 328977E), had been appointed from the conclusion of the 14th Annual
General Meeting held on Monday, 30th September, 2024 upto conclusion of the 19th
Annual General Meeting which will held for the financial year ending 31st March, 2029
and to audit financial Statements of the Company from the Financial Y ear 2024-25 to 2028¬
29 for a term of first five consecutive years.

The Statutory Auditors’ Report for FY 2025-26 does not contain any qualifications,
reservations, adverse remarks or disclaimers.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation
24A and other applicable provisions of the SEBI Listing Regulations, M/s Ketan Vyas &
Company, Company Secretaries, Peer Review No. 6867/2025, as Secretarial Auditor of the
Company to fill the casual vacancy caused due to the resignation of Ms. Aakruti Somani,
Practicing Company Secretary (Membership No. 54612 and COP No. 20395), were
appointed as the Secretarial Auditors of the Company to hold office for a term of One Year,
for FY 2025-26. The board has recommended appointment of Secretarial Auditor for 5
consecutive years from FY 2026-27 till FY 2030-31.

The Secretarial Audit Report in Form MR-3, for FY 2025-26, does not contain any
qualifications, reservations or adverse remarks. The said Secretarial Audit Report is
annexed to this Report as Annexure - B.

Internal Auditor

In terms of the provisions of Section 138 of the Act, M/s Mittal Agarwal & Company were
re-appointed as the Internal Auditors of the Company for FY 2026-27.

Cost Auditor

The Cost Audit is not applicable to the Company.

Details in respect of Frauds Reported by Auditors under Section 143(12) of the Act

During the year under review, no frauds were reported by any of the auditors to the Audit
Committee or the Board under Section 143(12) of the Act read with Rules made thereunder.

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.

14. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and
the CSR activities undertaken by the Company during the year under review are set out in
Annexure - C of this Report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended. The CSR Policy is available on the website
of the Company at https://garudaconstructionengineering.com/ As per the provisions of the
Companies Act, 2013 and the Rules made thereunder, the Company was required to spend
an amount of Rs. 111.36 Lakhs towards CSR activities during the financial year 2025-26.

15. 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 2025-26: Nil

e. Pending as on March 31, 2026: Nil

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to provisions of Section 177(9) and (10) of the Act and the rules framed
thereunder, Regulation 22 of the SEBI Listing Regulations and SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended, the Company has formulated the Whistle Blower
Policy which is applicable to all employees and all other persons dealing with the Company
to inter alia are proton acceptable proper practices and/or unethical practices and/or genuine
concerns and to create awareness to report instances of leak of Unpublished Price Sensitive
Information. The whistleblower shall address all the protected disclosure to the Company
Secretary and Compliance Officer of the Company. Protected disclosure against the
Company Secretary should be addressed to the Chairman of the Company and protected
disclosure against the Chairman should be addressed to the Chairman of the Audit
Committee.

The Policy provides for adequate safeguards against victimization to all whistleblowers
who use such mechanism. During the year under review, none of the personnel of the
Company have been denied access to the Audit Committee. The Whistle Blower Policy is
displayed on the Company’s website: https://garudaconstructionengineering. com/.

17. INTERNAL FINANCIAL CONTROL

Details in respect of the adequacy of internal financial controls with reference to the
Financial Statements are stated in the Management Discussion and Analysis section
forming part of this Annual Report.

18. 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/. 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-D. 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. 34 to the standalone financial statements which set 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.

19. ANNUAL RETURN

As required under Section 92 and Section 134 of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company as on March 31, 2026, is available on the website of the Company i.e.
https://garudaconstructionengineering.com/.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, detailed
review of operations, performance and future outlook of the Company is covered under
Management Discussion & Analysis section of the Integrated Annual Report and is annexed
herewith as Annexure-E.

21. 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-F”)

a) A declaration signed by Mr. Pravin Kumar Brijendra Kumar Agarwal, Managing
Director and Chairman, 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-G”)

b) A compliance certificate from the Company’s Secretarial Auditor confirming
compliance with the conditions of Corporate Governance (Annexed herewith as
“Annexure-H”)

c) A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the
Company; (Annexed herewith as “Annexure-I”)

d) 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-J”)

22. 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) Steps taken by the company for utilizing alternate sources of energy including waste
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.

5) Expenditure incurred on Research and Development: Rs NIL

C. Foreign exchange earnings and Outgo: -

23. PARTICULARS OF EMPLOYEES:

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub¬
rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the
remuneration and other details, are annexed to this Report as Annexure ‘K’.

The statement containing names and other details of the employees as required under sub¬
section 12 of Section 197 of the Act read with sub-rules (2) and (3) of Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms
part of the Annual Report. In terms of sub-section (1) of Section 136 of the Act, the Annual
Report is being sent to the Members and others entitled thereto, excluding the aforesaid
information. The said information is open for inspection and any Member interested in
obtaining a copy of the same may write to the Company.

24. 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.

25. 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.

26. 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/.

27. 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.

28. OTHER DISCLOSURES:

The Directors confirm that during the year under review and as on the date of this Report:

a. The Company has not issued any equity shares with differential rights as to dividend,
voting or otherwise.

b. The Company has not issued shares (including sweat equity shares) to employees under
any scheme.

c. There was no revision in the financial statements.

d. There has been no change in the nature of business of the Company.

e. The Managing Director & Chairman of the Company did not receive any remuneration
or commission from any of its subsidiaries.

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

g. There have been no material changes or commitments affecting the financial position
of the Company which have occurred between the end of the financial year and the date
of this report.

h. The Company has complied with the provisions relating to the Maternity Benefit Act,
1961.

i. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

j. There was no instance of one-time settlement with any Bank or Financial Institution.

k. There are no agreements defined under clause 5A of paragraph A of Part A of Schedule
III of the SEBI Listing Regulations that are binding on the Company.

l. The Company has been in compliance with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India, during the financial year.

29. ACKNOWLEDGEMENT:

The Directors place on record their fathomless appreciation to employees at all levels for
their hard work, dedication and commitment, which is vital in achieving the overall growth
of the Company. The Board places on record its appreciation for the support and co¬
operation the Company has been receiving from its suppliers, distributors, business partners
and others associated with it as its trading partners. The Company looks upon them as
partners in its progress and has shared with them the rewards of growth. It will be the
Company’s endeavour to build and nurture strong links with the trade based on mutuality
of benefits, respect for and cooperation with each other, consistent with consumer interests.
The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks,
Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors
Garuda Construction and Engineering Limited

Sd/- Sd/-

Pravin Kumar Brijendra Kumar Agarwal Rohit Ramanand Pareek

Managing Director and Chairman Whole-time Director and CFO

DIN: 00845482 DIN: 10881263

Place: Mumbai
Date: 04-09-2026