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:

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 financ<iaihtrols 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 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