B.R.Goyal Infrastructure Ltd Management Discussions

A. COMPANY OVERVIEW

Our Company was originally formed as Partnership Firm under the Indian Partnership Act, 1932 ("Partnership Act") in the name and style of "M/s. Balkrishna Ramkaran Goyal" pursuant to a Deed of Partnership dated 04 August 1986. "Balkrishna Ramkaran Goyal" was thereafter converted from a Partnership firm to a Private Limited Company in the name and Style of "B.R.Goyal Infrastructure Private Limited" under the provisions of the Companies Act, 1956 vide certificate of incorporation dated 01 April 2005 issued by Registrar of Companies, Madhya Pradesh and Chhattisgarh bearing Corporate Identification Number (CIN)

U04520MP2005PTC17479.

Subsequently, our Company was converted into a Public Limited Company and the name of our Company was changed from "B.R.Goyal Infrastructure Private Limited" to "B.R.Goyal

Infrastructure Limited" vide fresh Certificate of Incorporation dated 09 May 2018 issued by the Registrar of Companies, Gwalior.

Further, our Company got listed on the SME

Platform of BSE Limited on 14 January 2025 bearing Corporate Identification Number (CIN) L04520MP2005PTC17479.

B. BUSINESS OVERVIEW

Our Company is engaged in the construction and development of infrastructure projects such as roads, highways, bridges and buildings since inception and has ongoing projects in the state of Madhya Pradesh, Maharashtra, Gujarat, Haryana, Uttar

Pradesh, Mizoram, Manipur, and Tamil Nadu.

Our company carries out EPC services for third parties (majorly for government departments), primarily in the roads & highways, commercial complex, industrial parks, housing projects and HAM (Hybrid Annuity Mode) Projects. Our company is also engaged in wind power generation, manufacturing of Ready-Mix Concrete (RMC) and Toll Collection Contract (TCC).

Our business may be broadly divided into the following categories:

i. Civil construction services, including Engineering Procurement Construction (EPC) services;

ii. Ready Mix Concrete (RMC) manufacturing;

iii. Wind power generation;

iv. Toll Collection Contract (TCC); and

v. Residential Plotting Projects.

We execute road construction projects as EPC contractors and construction services providers. Also, currently we are undertaking one HAM Project. For the projects that we deliver on an EPC and construction services basis, the scope of our services typically includes design and engineering of the project, procurement of raw materials, and project execution at site with overall project management up to the commissioning of these projects. In addition, we also undertake repair and maintenance of projects in accordance with our contractual arrangements. Our employee resources and fleet of equipment, together with our engineering skills and capabilities, enable us to execute a range of construction projects involving varying degrees of complexity. We believe that our in-house integrated model and efficient project execution capabilities have enabled us to execute projects in a timely manner.

Over the years, we have developed an established EPC and construction business and have gradually added facilities to support and supplement our EPC and construction business. As part of our in-house integrated model, we have developed in-house resources with key competencies to deliver a project from conceptualization to completion that includes our design and engineering team and RMC manufacturing unit with an installed capacity of 1.80 Lakhs cubic meters per annum at Indore in 2008.

Our integrated business model facilitates execution of projects within scheduled timelines. Our Company has also forayed in the business of wind energy/Power Generation by installing a 1.25 MW Wind Power Turbine at Jaisalmer (Rajasthan) which was commissioned in 2005. Our Company has entered into Power Purchase Agreement with Ajmer Vidyut Vitran Nigam Limited for a period of 20 years commencing from March 2005 at a pre-determined tariff.

Our Company seeks growth by investing in a variety of systematically identified businesses, making it a well- diversified conglomerate with interest in a range of projects such as asphaltic road construction, concrete road construction, buildings, bridges & culverts and all other civil works related to development of infrastructure.

While we independently execute projects where we are pre-qualified to bid on an independent basis, we also enter into joint ventures and consortiums, from time to time with other infrastructure and construction companies, where a project requires us to meet specific eligibility requirements to be met through the joint venture or consortium as the case may be.

We have a track record in executing projects of different sizes particularly in the roads & highways sector. We believe that over the years, our Company has become an established construction developer in the roads & highways sector with strong execution capabilities and with a reputation of delivering quality projects. For instance, we have been awarded "Captain of Industry" in the year 2014 from the Chief Minister of Madhya Pradesh for being the most quality consciousness contractor. We are also in the business of construction of building projects which includes School projects under CM rise scheme, residential building under PMAY Scheme, ISBT Bus stand, IIT College building, etc.

C. GLOBAL ECONOMY

Global economic prospects are weakening, with substantial barriers to trade, tighter financial conditions, diminishing confidence and heightened policy uncertainty projected to have adverse impacts on growth.

The Outlook projects global growth slowing from 3.3% in 2024 to 2.9% in both 2025 and 2026. The slowdown is expected to be most concentrated in the United States, Canada, Mexico and China, with smaller downward adjustments in other economies.

GDP growth in the United States is projected to decline from 2.8% in 2024 to 1.6% in 2025 and 1.5% in 2026. In the euro area, growth is projected to strengthen modestly from 0.8% in 2024 to 1.0% in 2025 and 1.2% in 2026. Chinas growth is projected to moderate from 5.0% in 2024 to 4.7% in 2025 and 4.3% in 2026.

Inflationary pressures have resurfaced in some economies. Higher trade costs in countries raising tariffs are expected to push inflation up further, although the impact will be partially offset by weaker commodity prices. Annual headline inflation in the

G20 economies is collectively expected to moderate from 6.2% to 3.6% in 2025 and 3.2% in 2026.

D. INDIAN ECONOMIC SCENARIO OPPORTUNITIES

Real GDP is projected to grow by 6.3% in fiscal year 2025-26 and 6.4% in 2026-27. Private consumption will gradually strengthen, driven by rising real incomes that are helped by moderate inflation, recent tax cuts and a strengthening of the labour market. Investment will be supported by declining interest rates and substantial public capital spending, but higher US tariffs will weigh on exports. Inflation will remain contained at around 4% as economic activity grows around trend. A less benign monsoon season or higher global commodity prices could drive up food prices and inflation.

The Union Budget for the fiscal year 2025-26 foresees a moderate fiscal consolidation, aiming to reduce the headline budget deficit from 4.8% of GDP in fiscal year 2024-25 to 4.4% in 2025-26. With inflation firmly within the target range, monetary policy is gradually expected to become more accommodative. Better targeting of energy and fertiliser subsidies, and an overhaul of tax expenditures, could enhance spending efficiency and free resources for other policy priorities. Improving logistics efficiency, upgrading digital infrastructure, and enhancing policy predictability, particularly in tax administration, could bolster private investment.

E. DOMESTIC DEMAND SUPPORTS ACTIVITY

Real GDP expanded by 6.2% year-on-year in the third quarter of FY2024-25, supported by robust domestic demand and strong investment. High- frequency indicators suggest that economic activity remained solid in the fourth quarter. Industrial production rose by 3.7% year-on-year in the first four months of 2025, with the manufacturing sector regaining strength. Indias current account deficit widened in the first three quarters of FY2024-25, due to a persistent merchandise trade deficit that was only partially offset by strong services exports. More recent data suggest a slight improvement in the trade balance. The labour market was resilient in 2024 with the labour force participation rate increasing to 45.1% and employment continuing to rise. Survey data from early 2025 show optimism in the labour market, especially in sectors such as information technology, retail, and finance.

Monetary conditions remain restrictive, despite policy rate cuts in February and April. Headline inflation eased to 3.2% in April 2025 and is now within the central banks target range of 4% ? 2%, largely due to a substantial moderation in food inflation, which accounts for nearly half of the CPI basket, and declining energy prices. Easing food

prices reflect a strong autumn harvest, and government interventions, such as export restrictions. As a major oil importer, India has benefited from lower global crude oil prices in recent months, which reduced domestic fuel costs and helped contain input costs in energy-intensive sectors such as transport, manufacturing, and agriculture. While core inflation remains slightly above 4%, wage growth remains moderate. High merchandise export exposure to the United States, which is Indias largest export market, increases the vulnerability of private investment to shifts in trade policy. Tariff increases and broader trade tensions may damp investor sentiment, particularly in export- oriented sectors such as chemicals, textiles, and electronics. However, the overall GDP effects will be limited by the moderate share of exports in GDP, with merchandise exports towards the United States accounting for only 2.1% of GDP.

F. INDUSTRY STRUCTURE AND DEVELOPMENT

Over the last decade, India has embarked on an ambitious journey of infrastructure development to reinvigorate the economy. To foster economic growth and development, government has allocated INR 11.11 Lakh Cr towards capital expenditure (3.4% of GDP), marking an increase of over 5 times in the last 10 years. Most of the capex surge has been witnessed in the last 5 years, with an annual growth of 27% witnessed between the same period. Government has consistently established its commitment and focus on creation of world-class, good-quality infrastructure assets. This is exemplified through the substantial allocation of overall capital expenditure for Infrastructure focused sectors, with share of Centres capex in infrastructure increasing from 28% in FY2014 to ~60% in FY2025. Over the next 5 years also, Government assures continued focus on infrastructure through strong fiscal support, in conjunction with other priorities.

Infrastructure has witnessed significant advancement in last 10 years, with expansion of National Highways (NH) network by 1.6 times, electrification of 94% of the rail network, operationalization of 100 highspeed Vande Bharat trains, modernization of 1,318 railway stations, expansion of metro rail network by 4 times whilst serving 21 cities, operationalization of 84 Airports and increase in Power generation capacity by 70%. These developments have been accelerated by governments programmatic interventions such as creation of National Infrastructure Pipeline (NIP) of project worth INR 111 Lakh Cr, National Monetization Pipeline (NMP) of projects worth INR 6 Lakh Cr and PM GatiShakti National Master Plan. Implementation of sector- focused large-scale national level programmes like Bharatmala, Sagarmala, Regional Connectivity Scheme-UDAN, Dedicated Freight Corridors, High

Speed Rail network, Redevelopment of Railway Stations, BharatNet, Jal Jeevan Mission, AMRUT, Smart Cities Mission, etc. have also contributed to fast-tracking development. Phase IV of PMGSY aims to provide connectivity to 25,000 rural habitants.

G. OPPORTUNITIES, THREATS, RISK AND CONCERNS

Threats are described as anything that would contribute to the interruption of infrastructure development in the country. Threats can be either in the form of major policy changes by the Government, implementation of stringent qualification criteria and insurgency threats in a specific region. These have been described below:

Policy Changes

Policies for development of infrastructure projects are now prepared keeping in view longer gestation period and are being given equal importance by all the ruling Governments as development of the road sector is an example and which is given top most priority at all levels in Government. However, there are chances of major policy changes by the Government either National or at State level which can affect the development of a particular segment of infrastructure. Looking at the current scenario and demand for infrastructure development in the country, the chances of any major policy change which can adversely affect infrastructure business in the country are negligible Selection Criteria In certain cases the project awarding authorities keep stiff qualification criteria which may disallow small or mid-size developers having inadequate financial or technical scores to bid for the project. The Company has sufficient scores both in terms of financial or technical aspects to be able to qualify for all categories of projects being implemented or which are in the pipe line.

Force Majeure Threats

There are certain regions in the country which may carry the risk of the project having to be abandoned due to force majeure events like natural perils, war, terrorism etc. However, all the Concession Agreements signed provide proper risk cover in such circumstances with no adverse financial impact on the Company as it is backed by Government guarantee and covered through insurance Change in Law In case the Government makes changes in law which could have an impact on infrastructure projects, the Concession Agreement provides for the Concessionaire to be insulated from any adverse impact arising from such change in law Outlook.

H. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

In FY25, Revenue from Operations declined by 13.41% year-on-year, falling from INR 588.76 Crore in FY24 to INR 509.80 Crore, primarily due to slower project execution in the first half of the year. Despite this decline, EBITDA rose by 26.91% to INR 41.19 Crore in FY25 from INR 32.46 Crore in FY24. This strong performance was reflected in a notable improvement in EBITDA margin, which increased from 5.51% to 8.08%, indicating better cost control and more efficient working capital management.

The Company reported a 15.46% year-on-year increase in Profit After Tax (PAT), which rose from INR 21.89 Crore in FY24 to INR 25.27 Crore in FY25. Correspondingly, the PAT margin improved from 3.72% to 4.96%, further underscoring the profitability growth. Earnings Per Share (EPS) also improved, increasing from INR 12.58 to INR 13.41, reflecting stronger returns for shareholders.

Strategically, the Company has made significant progress in geographical expansion, growing its presence from 2-3 states in FY22 to operations across 9 states in FY25, underscoring its evolving national footprint. The order book rose sharply to INR 1,302 Crore, up from INR 869 Crore in FY24, supported by strong growth in both road EPC projects and toll collection segments.

I. OUTLOOKS FOR 2024-25.

One of the major initiatives, Gati Shakti, led to a shift within the infrastructure sector. Also known as the National Master Plan for Multi-modal Connectivity, the project is worth USD 1.2 T and aims to streamline the planning process and ensure that resources are effectively directed towards development planning. The different divisions of the governments will now have a platform to work together on infrastructure projects such as roads, railways, airports, ports, mass transport and waterways.

To further augment infrastructure development, the Indian government introduced the National

Infrastructure Pipeline (NIP). The pipeline involves an estimated funding of more than USD 1 T over five years and includes projects in the renewable energy sector expected to actively involve private participants.

India also made headway in its plans for infrastructure development through a sovereign wealth fund. The fund is the National Investment and Infrastructure Fund (NIIF). NIIF was set up to manage investments and is intended to serve as a platform for co-investment by global and domestic investors

and multilateral development banks (MDBs). The funds primary focus is on infrastructure and growth equity. In October 2023, the government announced the launch of an India-Japan Fund through a partnership with the Japan Bank for International Cooperation (JBIC). The fund has sanctioned USD 600 M and is dedicated to investments in efforts promoting sustainability and low carbon emissions. Further fostering the India-Japan strategic partnership, on 20 February 2024, the Japan International Cooperation Agency (JICA) announced that it has signed loan agreements for up to ?232,209 M. These loans are dedicated to funding certain projects, which include road network connectivity projects, a freight corridor project and projects for climate change response and enhancement of ecosystem services in specific areas within India.

The recent shift in Indias focus on the infrastructure sector has led to the launch of several high-scale projects across the country. The highway connecting the capital city, Delhi, with the financial city, Mumbai, is one of them. This unprecedented project is expected to be completed this year and significantly reduce travel time between the two megacities. With the projects first phase already inaugurated this month, India continues its push to enhance infrastructure.

Year 2025 will also be marked by the completion of the worlds highest railway bridge at Chenab. Inaugurated on 06 June of this year, this bridge is predicted to promote supply chain and economic growth significantly. The completion of this project is seen as evidence of Indias capabilities in civil engineering. More than a dozen of other highway projects are in progress. Plans to develop and modernize railway corridors are also underway.

With the launch of the UDAN scheme, the countrys aviation sector is also expected to boom. The scheme has led to a doubling of the number of airports. The culmination of these projects is expected to strengthen the countrys supply-chain sector significantly. The government is aiming to strike a balance between urban transformation and schemes promoting responsible commuting. The "PM-eBus Sewa Scheme" launched last year is one of such schemes. This initiative will re-invent the countrys bus operations and encourage the use of public transport through payment security mechanisms.

The interim budget allocation announced for 202425 earlier this month signals Indias continued commitment to build infrastructure. The Indian government will devote about USD 134 Bn to projects within the infrastructure sector. This step will

raise the countrys spending in the sector by around 11% compared to last year.

J. RISK MANAGEMENT

Risk Management is a key aspect of the "Corporate Governance Principles and Code of Conduct" which aims to improvise the governance practices across the Companys activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities.

The Board of Directors ("the Board") of B.R.Goyal Infrastructure Limited ("the Company") has adopted the following policy and procedures with regard to Risk Management. The Board may review and amend the policy from time to time.

K. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company implemented suitable controls to ensure its operational, compliance and reporting objectives. The Company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.

Adequacy of controls of the key processes is also being reviewed by the Internal Audit team. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee. It ensures adequate internal financial control exists in design and operation.

L. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO THE OPERATIONAL PERFORMANCE

During the year under review, your Company has achieved satisfactory financial results and details are provided in the Directors Report.

M. MATERIAL DEVELOPMENTS ON HUMAN RESOURCES

Our strategic objective is to build a sustainable organization while creating growth opportunities for our employees and generating profitable returns to our investors. The total work force of the Company is 850. Number will be increased with the growth of business of the Company. The Company is aware that satisfied highly motivated and loyal employees contribute to the growth of the Company. The employee relations remained cordial throughout the year.

N. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis contains "Forward Looking Statements" including, but without limitation, statements relating to the implementation of strategic initiatives, and other statements relating to Companys future business developments and economic performance. While these forward-looking statements indicate our assessment and future expectations concerning the development of our business, several risks, uncertainties, and other unknown factors could cause actual developments and results to differ materially from our expectations. These factors include, but are not limited to, general market, macroeconomic, governmental and regulatory trends, movements in currency exchange and interest rates, competitive pressures, technological developments, changes in the financial conditions of third parties dealing with us, legislative developments, and other key factors that could affect our business and financial performance. The Company undertakes no obligation to publicly revise any forward- looking statements to reflect future/ likely events or circumstances.