B.R.Goyal Infrastructure Ltd Directors Report

To

The esteemed Members of

B.R.Goyal Infrastructure Limited,

Your Directors have the privilege to present the Twenty-First (21st) Annual Report of your Company, B.R.Goyal Infrastructure Limited, a leading Infrastructure and Construction Company in India together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31 March 2026.

1. FINANCIAL RESULTS:

The Companys financial performance for the financial year ended 31 March 2026, along with that of the previous financial year ended 31 March 2025, is summarized below:

Amount in Lakhs

	Standalone		Consolidated
	(Year ended on)		(Year ended on)
Particulars	31 March 2026	31 March 2025	31 March 2026	31 March 2025
Total Revenues	81564.68	50682.55	82459.34	51509.41
Profit/ (Loss) for the year before providing for Depreciation and	7887.55	4620.80	7919.73	4648.33
Finance Costs and exceptional items
Less: Finance Cost	870.79	716.69	870.80	716.69
Less: Depreciation	773.58	538.98	773.58	538.98
Profit/ (Loss) before
Exceptional/ Extraordinary items	6243.18	3365.13	6275.35	3392.66
Less: Exceptional Income/
Extraordinary items
Profit before Tax	6243.18	3365.13	6275.35	3,392.66
Less: Tax Expenses	1575.51	832.92	1586.67	840.15
Less: Deferred Tax	196.65	25.11	196.65	25.11
Profit/ (Loss) after tax	4471.03	2507.10	4492.04	2527.40

The above figures are extracted from the Financial with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

2. STATE OF COMPANYS AFFAIRS AND FINANCIAL PERFORMANCE:

Standalone:

During the year ended 31 March 2026, the Companys operations resulted in total revenues of 81564.68 Lakh as against 50682.55 Lakh in the previous year. The Profit before Finance Cost, Depreciation and exceptional items amounted to 6243.18 Lakh as against profit of 4620.80 Lakh in the previous year. The Net Profit after tax for the year ended after considering exceptional and extraordinary items amounted to 4471.03 Lakh as against profit of 2507.10 Lakh in the previous year.

Consolidated: ancialfin During yearthe 2025 year ended 31 March 2026, the Companys operations resulted in total revenues of 82459.34 Lakh as against 51509.41 Lakh for the previous year. The Profit before Finance Cost, Depreciation and exceptional items amounted to 6275.35 Lakh as against profit of 4648.33 Lakh in the previous year. The Net Profit for the year ended after considering exceptional and extraordinary items amounted to 4492.04 Lakh as against Profit of 2527.40 Lakh in the previous year.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company is engaged in the business of Construction Activities, Real Estate, Toll Collection Contracts, etc. During the financial year 2025-26, the Company has not changed its nature of business.

4. DIVIDEND:

The Board of Directors of your Company has recommended a final dividend of 0.25/- (Twenty-Five Paise only) per equity share (face value of 10/- each) for -26. The dividend payable is subject to tax deducted at source as applicable.

The aforesaid dividend is subject to approval of shareholders at the ensuing Annual General Meeting (AGM) of the Company.

5. TRANSFER TO RESERVES:

The Company has a closing Balance of 24962.25 Lakh of Reserves and Surplus as on 31 March 2026.

The closing balance of Reserves and Surplus is bifurcated as follows:

		Amount in Lakhs
Reserves and Surplus	31st March 2026	31st March 2025
Securities premium account
Opening Balance	7176.96	600.70
Addition	-	8028.00
Less: Utilized in issuing Bonus Share	-	(600.70)
Less: Capital Raising Cost (IPO)	-	(851.04)
	7176.96	7176.96
Surplus
Opening Balance	13314.26	11076.09
Profit for the period/year	4471.03	2507.10
Utilized During the Period (Bonus 1:1)	-	(268.93)
Net Surplus	17785.29	13314.26
Total Reserves and Surplus	24962.25	20491.22

6. SHARE CAPITAL:

As on 31 March 2026, the Share Capital structure of the Company stands as under:

Particulars	No. In Actuals	Amount in
Authorized Share Capital
Equity Shares of Rs. 10/- each	2,50,00,000	25,00,00,000
Total	2,50,00,000	25,00,00,000
Issued, Subscribed and Paid-up Share Capital
Equity Shares of Rs. 10/- each	2,38,24,704	23,82,47,040
Total	2,38,24,704	23,82,47,040

Changes in share capital during the period under review and up to the date of signing of this report: i. Authorized Share Capital:

During the year under review, there was no change in the Authorized Share Capital of the Company. ii. Issued, Subscribed and Paid-up Share Capital:

During the year under review as well as till the date of this Report, there is no change in the Paid-up Share Capital of the Company.

Preferential Issue by way of Private Placement of Convertible Warrants:

The Board of Directors of the Company at their meeting held on 30 May 2026 approved issue and allotment of up to 11,00,000 (Eleven Lakh) Convertible Warrants of Face Value of 10/- (Rupees Ten only) each at an issue price of 119/- (Rupees One Hundred Nineteen Only) per Warrant, including a premium of 109/- (Rupees One Hundred Nine Only) per Warrant, aggregating up to 13,09,00,000/- (Rupees Thirteen Crore Nine Lakh Only) to the proposed allottees belonging to the Non-Promoter (Public) category on a preferential basis in accordance with the provisions of sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), the SEBI ICDR Regulations and other applicable laws. Further, the Members of the Company also approved the said issue vide special resolution passed at the 01/2026-27 ExtraOrdinary General Meeting of the members of the Company held on 29 June 2026. However, as on the date of this report, the allotment of the Convertible Warrants has not yet been completed, as the Company is awaiting receipt of the in-principle approval from BSE Limited for the proposed preferential issue. Except as disclosed above, the Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of Public Offer, Private Placement, Preferential allotment, Rights Issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner.

Depository System:

As the members are aware, the Companys Equity shares are compulsorily tradable in electronic form. As on 31 March 2026, 100% of the Companys total paid-up equity capital, representing 2,38,24,704 equity shares, is in dematerialized form.

7. SEGMENT WISE PERFORMANCE:

The Company only has a single segment in the business activities. Segment reporting is not applicable to the Company in accordance with the Accounting Standard 17 issued by the Institute of Chartered Accountants of India.

8. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

As on 31 March 2026, your Company has following Subsidiaries, the details of which are as follows:

Name & Address of the Company	CIN/UIN	% of the Shares held	Applicable Section
BR-DSR Lateri Shamshabad Private Limited India	U45203MP2022PTC061383	51.00	2(87)

As on 31 March 2026, your Company has following Joint Ventures and Associates, the details of which are as follows:

Name & Address of the Entity	CIN/UIN/LLPIN	% of Capital Contribution	Applicable Section
BRGIL LLP India	AAY-8148	33.34	2(6)
BRGIPL JV KTIL LLP India	AAM-4723	69.99	2(6)
BRGIL JV Girija Construction India	-	51.00	2(6)
BRGIL JV Sundarmadhav Construction LLP India	ACM-5493	51.00	2(6)

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the Companys subsidiaries in Form AOC-1 as Annexure-A is attached to the Board Report of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company along with relevant documents and separate audited financial statements in respect of subsidiaries, is available on the website of the Company, www.brginfra.com.

9. PUBLIC DEPOSITS:

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended 2025-26.

The details of transactions of Loans and Advances undertaken between the Company and its Directors/Relatives of Directors have been disclosed in Note No.: 34 (Related Party Transactions) which forms part of the Financials Statements attached to this Report. The Company has received declarations from its Directors and their Relatives that all the Loans extended/to be extended by them to the Company, are their owned funds only and not borrowed from any person or entity.

10. MATERIAL CHANGES AND

COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position occurred between the end of the financial year of the Company and date of this Report.

11. INCOME TAX SEARCH

PROCEEDINGS:

During the year under review, a search action under Section 132 of the Income-tax Act, 1961 was conducted at the premises of the Company by the Income Tax Department from 16 January 2026 to 21 January 2026. The search proceedings have since been concluded, and the Company extended full cooperation to the tax authorities throughout.

The matter is currently under assessment with the Income Tax Department, and as on the date of this Report, the Company has not received any order, notice, or demand in connection with the said search. The Company will make appropriate disclosures as required under applicable laws, as and when there is any further development in this regard.

12. LISTING FEES:

The Equity Shares of the Company are listed on the SME Platform of BSE Limited with scrip code 544335. The Company confirms that the annual listing fees to the stock exchange for the financial year 2025-26 have been paid.

13. INDUSTRIAL RELATIONS:

The relationship with employees at all levels remained cordial and harmonious during the year. We appreciate the committed contribution made by employees of the Company at all the levels to sustain during the challenging business scenario.

14. POLICY ON APPOINTMENT AND

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The Board of Directors has formulated the Nomination and Remuneration Policy of your Company based on recommendations made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy are covering the policy on appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters, etc.

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31 March 2026, the Board consists of Nine (9) members, of whom One (1) is the Managing Director, Two (2) are the Whole Time Directors, Two (2) are the Executive Directors, and Four (4) are the Non-Executive and Independent Directors.

The Board periodically evaluates the need for a change in its composition and size. The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub Section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is available on our website. We affirm that the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

The Nomination and Remuneration policy is available on the website of the Company at www.brginfra.com.

15. BOARD DIVERSITY:

The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help to provide better directions and supervision to the affairs of the Company. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors. The Policy is also available on the website of the Company www.brginfra.com.

16. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12)of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-B that forms part of this Report.

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31 March 2026.

Gender-Wise Composition of Employees

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce (on and off roll employee) as on 31 March 2026:

Male: 1150 Female: 52 Transgender: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

17. HUMAN RESOURCES:

The well-disciplined workforce which has served the Company for two decades lies at the very foundation of the companys major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31 March 2026, the Board of Directors of the Company comprises of following Nine (9) Directors:

S. No	Name	Designation	Category	DIN	Date of Appointment
1	Mr. Brij Kishore Goyal	Managing Director	Promoter	00012185	01/04/2005
2	Mr. Gopal Goyal	Whole-Time Director	Promoter	00012164	01/04/2005
3	Mr. Rajendra Kumar Goyal	Whole-Time Director	Promoter	00012150	01/04/2005
4	Mr. Yash Goyal	Director	Promoter	08216033	16/10/2023
5	Mr. Utpal Goyal	Director	Promoter	08215995	16/10/2023
6	Mr. Mohit Bhandari	Director	Independent	08139828	29/06/2019
7	Ms. Khushboo Patodi	Director	Independent	08984343	30/12/2020
8	Mr. Brij Mohan Maheshwari	Director	Independent	00022080	14/06/2024
9	Mr. Ravindra Karoda	Director	Independent	10684887	05/07/2024

Appointments:

During the financial year 2025-26, no Directors were appointed on the Board of the Company.

The details of Reappointment of Directors are as under:

S. No	Name	Designation	Category	DIN	Date of Approval by Shareholders	Term of re- appointment
1	Ms. Khushboo Patodi	Director	Independent	08984343	27/12/2025	30 December 2025 till 29 December 2030

The Shareholders of the Company had approved the re-appointment of Ms. Khushboo Patodi (DIN: 08984343) as a Non-Executive Independent Woman Director of the Company by passing Special resolution through Postal Ballot dated 27 December 2025.

Resignations/Retirements along with facts of resignation:

During the financial year 2025-26, no Directors resigned from the Board of the Company.

Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Brij Kishore Goyal (DIN: 00012185), Managing Director and Mr. Yash Goyal (DIN: 08216033), Executive Director of the Company are liable to retire by rotation at the ensuing AGM and being eligible offered themselves for reappointment. Appropriate resolutions for their re-appointment are being placed for your approval at the ensuing AGM. Your Directors recommend their re-appointment as the Managing Director and Executive Director, respectively of your Company.

Key Managerial Personnel:

As on 31 March 2026, in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnels of the Company are as below:

Sr. No.	Name	Designation
1	Brij Kishore Goyal	Managing Director
2	Gopal Goyal	Whole-Time Director
3	Rajendra Kumar Goyal	Whole-Time Director
4	Dasharath Tomar	Chief Financial Officer
5	Ritika Jhala	Company Secretary

Annual Evaluation of Boards Performance:

In terms of the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was evaluated on the parameters such as preparation, participation, conduct, independent judgment and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and Listing Regulations and are independent of the management. All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (“IICA”).

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent

Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company www.brginfra.com.

Pecuniary relationship

During the year under review, except those disclosed in the Audited Financial Statements, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Code of Conduct

Your Company has adopted a Code of Conduct for all the employees including Board Members and Senior Management Personnel of the Company in accordance with the requirement under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code of Conduct has been posted on the website of the Company www.brginfra.com. All the Board Members and the Senior Management Personnel have affirmed their compliance with the said Code of Conduct for the financial year ended 31 March 2026.

19. CODE OF CONDUCT FOR

PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 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 consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Companys Shares. The code is also available on the website of the Company www.brginfra.com. The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE Limited and also uploaded on the website of the Company.

20. COMMITTEES OF THE BOARD:

As on 31 March 2026, the Board has following committees: a. Audit Committee; b. Stakeholders Relationship Committee; c. Nomination and Remuneration Committee; d. Corporate Social Responsibility Committee; e. Finance and Investment Committee; and f. Tender Committee.

Audit Committee

As on 31 March 2026, the composition of Audit Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Mohit Bhandari	Chairman	Non-Executive & Independent Director
Ms. Khushboo Patodi	Member	Non-Executive & Independent Director
Mr. Brij Mohan Maheshwari	Member	Non-Executive & Independent Director

As on date of this report, the composition of Audit Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Mohit Bhandari	Chairman	Non-Executive & Independent Director
Ms. Khushboo Patodi	Member	Non-Executive & Independent Director
Mr. Brij Mohan Maheshwari	Member	Non-Executive & Independent Director

The composition and terms of reference of the Audit Committee are in conformity with the Section 177 of the Companies Act, 2013. All the minutes of the Audit Committee are placed before the Board for its information. All the members of the Audit Committee are financially literate and have requisite experience in financial management . Mr. Mohit Bhandari, Independent Director is a practicing Chartered Accountant thereby having adequate knowledge and experience in the areas of Accounts, Taxation, Company Law and Audit etc.

The scope and function of the Audit Committee and its terms of reference shall include the following: A. Tenure: The Audit Committee shall continue to function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the sufficient, and credible; Audit Committee as approved by the Board.

B. Meetings of the Committee: The committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. The quorum for the meeting shall be either two members or one-third of the members of the committee, whichever is higher but there shall be the presence of a minimum of two Independent Directors at each meeting.

C. Role and Powers: The Role of the Audit Committee together with its powers as Part C of Schedule II of the SEBI Listing Regulations, 2015 as amended and the Companies Act, 2013 shall be as under:

1. Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement iscorrect,

2. Recommendation for appointment, remuneration, and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval;

5. Reviewing, with the management, the half-yearly financial statements before submission to the board for approval, with particular reference to; matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013; changes, if any, in accounting policies and practices and reasons for the same; major accounting entries involving estimates based on the exercise of judgment by management; significant adjustments made in the financial statements arising out of audit findings; compliance with listing and other legal requirements relating to financial statements; disclosure of any related party transactions; modified opinion(s) in the draft audit report;

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of the audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments; 10. Valuation of undertakings or assets of the listed entity, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems; 12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing, and seniority of the official heading the department, reporting structure coverage, and frequency of internal audit; 14. Discussion with internal auditors of any significant findings and follow up there on; 15. The Audit Committee may call for the comments of the auditors about internal control systems, and the scope of the audit, including the observations of the auditors and review of financial statements before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

16. Discussing with the statutory auditors before the audit commences, about the nature and scope of the audit as well as post-audit discussion to ascertain any area of concern; 17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 18. Discussion with statutory auditors before the audit commences, about the nature and scope of the audit as well as post-audit discussion to ascertain any area of concern; 19. The Audit Committee shall have the authority to investigate any matter specified concerning in the items section 177(4) of the Companies Act 2013 or referred to it by the Board. 20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 21. To review the functioning of the whistle-blower mechanism; 22. Approving the appointment of the Chief Financial Officer (i.e. the whole-time finance director or any other person heading the finance function) after assessing the qualifications, experience, background, etc., of the candidate; and; 23. The Audit committee shall oversee the vigil mechanism.

24. The Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI Listing Regulations 2015.

Further, the Audit Committee shall mandatorily review the following: a) Management discussion and analysis of financial condition and results of operations; b) Statement of significant related party transactions (as defined by the audit committee), submitted by management; c) Management letters/letters of internal control weaknesses issued by the statutory auditors; d) Internal audit reports relating to internal control weaknesses; and e) The appointment, removal, and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. f) Statement of deviations:

Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

The Audit Committee met Seven (7) times during the financial year and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1	14 May 2025
2	29 May 2025
3	14 August 2025
4	12 November 2025	Chairman & all other members were present
5	03 December 2025
6	09 February 2026
7	23 March 2026

Mr. Mohit Bhandari, Chairman of the Audit Committee was present at the last Annual General Meeting. The Company Secretary of the Company is the Secretary of the Committee. The Internal Auditor and the representatives of the Statutory Auditors also attend the Audit Committee meetings, besides the executives invited by the Audit Committee to be present thereat. The Internal Auditor presented their report directly to the Audit Committee.

Stakeholders Relationship Committee

As on 31 March 2026, the composition of Stakeholders Relationship Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Brij Mohan Maheshwari	Chairman	Non-Executive & Independent Director
Ms. Khushboo Patodi	Member	Non-Executive & Independent Director
Mr. Mohit Bhandari	Member	Non-Executive & Independent Director

As on date of this report, the composition of Stakeholders Relationship Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Brij Mohan Maheshwari	Chairman	Non-Executive & Independent Director
Ms. Khushboo Patodi	Member	Non-Executive & Independent Director
Mr. Mohit Bhandari	Member	Non-Executive & Independent Director

The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following: A. Tenure: The Stakeholders Relationship Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved by the Board.

B. Meetings: The Stakeholders Relationship Committee shall meet at such intervals as may be prescribed under the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI

Listing Regulations”). The quorum shall be two members present.

C. Terms of Reference: Redressal of shareholders and investors complaints, including and in respect of:

Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced, or where the space at back for recording transfers has been fully utilized.

Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

Review the process and mechanism of redressal of Shareholders/Investors grievances and suggest measures for improving the system of redressal of Shareholders/Investors grievances.

Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of the annual report, and any other grievance/complaints with Company or any officer Company arising out in the discharge of his duties.

Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolve them.

Oversee the implementation and compliance of the Code of Conduct adopted by the Company for the prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time.

Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

The Stakeholders Relationship Committee met Four (4) times during the financial year the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1	29 May 2025
2	14 August 2025	Chairman & all other members were present
3	12 November 2025
4	09 February 2026

Investors Grievances Redressal:

There were no pending complaints/ transfers as on 31 March 2026 and also there were no complaints which were not resolved to the satisfaction of Shareholders. The summary of status of complaints/ request received, disposed and pending as on 31 March 2026 is as under:

No. of complaints/request received	No. of complaints/requests solved to the satisfaction of shareholders/investors	No. of pending complaints/request as on 31 March 2026
0	0	0

All Share transfer and correspondence thereon are handled by the Companys Registrars and Share Transfer Agents viz. MUFG Intime India Private Limited (formerly Link Intime India Private Limited), C-101, Embassy 247, LBS. Marg, Vikhroli (West), Mumbai 400 083, Tel: 022 - 4918 6000, Fax: 022-4918 6060, Email Id: mumbai@in.mpms.mufg.com.

Compliance Officer:

Ms. Ritika Jhala has been appointed as the Compliance Officer, as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. She has been entrusted with the task of overseeing the Share Transfer work done by the Registrars and Share Transfer Agents and attending to grievances of the Shareholders and Investors intimated to the Company directly or through SEBI or Stock Exchanges. All complaints/grievances intimated during the year, have been resolved within the stipulated time frame.

There are no pending legal matters, in which the Company has been made a party, before any other Court(s)/ Consumer Forum(s) etc., on Investors grievances.

Mr. Brij Mohan Maheshwari, Chairman of the Stakeholders Relationship Committee was present at the last Annual General Meeting. The Company Secretary of the Company is the Secretary of the Committee.

Nomination and Remuneration Committee

As on 31 March 2026, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Mohit Bhandari	Chairman	Non-Executive & Independent Director
Ms. Khushboo Patodi	Member	Non-Executive & Independent Director
Mr. Brij Mohan Maheshwari	Member	Non-Executive & Independent Director

As on date of this report, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Mohit Bhandari	Chairman	Non-Executive & Independent Director
Ms. Khushboo Patodi	Member	Non-Executive & Independent Director
Mr. Brij Mohan Maheshwari	Member	Non-Executive & Independent Director

The Composition of this committee is also in compliance with the requirements of Section 178 of the Companies, Act 2013. The compensation grades of the senior managerial personnel are governed by the HR policies of the Company. Managerial remuneration is regulated in terms of Section 197, 198, Schedule V and other applicable provisions of the Companies Act, 2013. In accordance with Section 178 of the Companies Act, 2013, the Board of Directors has formulated the Nomination and Remuneration Policy of the Company.

The Details of Remuneration paid to all the Directors has been included in the Annual Financial Statements forms part of this Report. The Company does not have any stock option scheme for any of its director or employees.

The Nomination and Remuneration Committee met Four (4) times during the financial year, and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1	29 May 2025
2	14 August 2025	Chairman & all other members were present
3	12 November 2025
4	09 February 2026

The scope and function of the Committee and its terms of reference shall include the following: A. Tenure: The Nomination and Remuneration Committee shall continue to function as a committee of the Board until otherwise resolved by the Board. B. Meetings: The committee shall meet as and when the need arises for a review of Managerial Remuneration. The quorum for the meeting shall be one-third of the total strength of the committee or two members, whichever is higher but there shall be the presence of at least one Independent Director at each meeting. The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders queries; however, it shall be up to the chairperson to decide who shall answer the queries.

C. Role of Terms of Reference:

Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal, and evaluate every directors performance;

Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;

Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose;

Decide the amount of Commission payable to the Whole-Time Directors;

Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.; and

To formulate and administer the Employee Stock Option Scheme.

Formulate the criteria for determining the qualifications, positive attributes, and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs, and other employees;

Formulation of criteria for evaluation of performance of independent directors and the board of directors;

Devising a policy on diversity of the board of directors;

Whether to extend or continue the term of appointment of the independent director, based on the report of performance evaluation of independent directors;

Determine our Companys policy on specific remuneration package for the Managing Director / Executive Director including pension rights;

Corporate Social Responsibility (CSR) Committee:

The composition of the CSR Committee is in line with provisions of Section 135 of the Companies Act, 2013.

As on 31 March 2026, the composition of members of the Committee and their details are mentioned below:

Name	Designation	Nature of Directorship
Mr. Brij Kishore Goyal	Chairman	Managing Director
Mr. Gopal Goyal	Member	Whole Time Director
Mr. Mohit Bhandari	Member	Non-Executive & Independent Director

Number of Meetings held and attendance records:

The CSR Committee met One (1) time during the financial year, and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1	09 February 2026	Chairman & all other members were present

The scope and function of the Committee and its terms of reference shall include the following: To formulate and recommend to the Board a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of the Companies Act, 2013.

To recommend the amount of expenditure to be incurred on the CSR activities as per the provisions of the Companies Act, 2013, and the CSR Rules. To monitor the Corporate Social Responsibility Policy of the company from time to time and institute a transparent monitoring, mechanism for the implementation of the CSR projects, programs, and activities undertaken by the Company.

To review and approve annual budgets and project-wise outlays with respect to the CSR activities pursuant to the approval of the Board.

To review and recommend the Annual CSR report for the Boards approval and for public disclosure as per regulatory requirements.

To ensure compliance with the applicable disclosure requirements relating to the CSR activities pursuant to the Companies Act, 2013 and the rules made thereunder.

To periodically update the Board on the status of the CSR activities including the expenditure incurred and accomplishments.

To review and reassess the adequacy of the CSR Policy and propose any modifications/ amendments for the Boards approval as and when required.

To formulate and monitor the CSR Plan, evaluation methodology, documentation, and institutionalization of the CSR activities.

To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment, or

The Committee shall meet as and when required and the quorum for the meeting shall be two directors or one-third of the total number of members of the committee, whichever is greater subject to at least one independent director present, and the minutes of the Committee shall be signed by the Chairman of the Committee and such minutes shall be presented before the next Board Meeting.

21. MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Section 173 read with Schedule IV of the Companies Act, 2013, and other applicable provisions, a separate meeting of Independent Directors without the attendance of Non-Independent Directors was held on 23 March 2026 to discuss the agenda items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors reviewed the performance of non-independent directors and the Board as whole, reviewed the performance of the Chairman of the Company taking into account the views of executive and non-executive directors and assessed the quality, quantity and timeliness flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

22. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of your Company met Six (6) times during the financial year 2025-26 and the details of which are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1	29 May 2025
2	14 August 2025
3	12 November 2025 officthe Physical	meetings at the registered
4	03 December 2025	Company situated at Indore.
5	09 February 2026
6	23 March 2026

 

	No. of Board Meetings attended		Attendance at the
Name of the Director(s)	Held/Entitled	Attended	last AGM held on 15 September 2025
Mr. Brij Kishore Goyal	6	5	Yes
Mr. Gopal Goyal	6	6	Yes
Mr. Rajendra Kumar Goyal	6	6	Yes
Mr. Mohit Bhandari	6	6	Yes
Mrs. Khushboo Patodi	6	6	Yes
Mr. Yash Goyal	6	6	Yes
Mr. Utpal Goyal	6	6	Yes
Mr. Brij Mohan Maheshwari	6	6	Yes
Mr. Ravindra Karoda	6	4	Yes

All the Directors of the Company had attended at least one Board Meeting during the financial year 2025-26.

The Board meets at least once in every half year to review half yearly performance, business operations, general affairs of the Company and considering approval of financial results. The agenda along with notice of each meeting in writing is circulated in advance to the Board Members. The Board is also free to recommend the inclusion of any method for discussion and consideration in consultation with the Chairman. The minutes of the meeting of Board and its Committees are captured in accordance with the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and Secretarial Standards in respect of Board Meeting and also circulated in advance to all Directors and Members of the Committee and confirmed at subsequent meeting.

23. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India. The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

24. GENERAL MEETINGS AND POSTAL BALLOT:

The 20th Annual General Meeting (AGM) of the Company was held on Monday, 15th day of September 2025 at 03.30 PM IST. All the filings and requirements were made within the due timelines with respect to the 20th AGM.

During the year, the following Postal Ballot was conducted to obtain the approval of the Shareholders:

Date	Details of Resolution Passed
	Re-appointment of Ms. Khushboo Patodi (DIN: 08984343) as
27 December 2025	a Non-Executive Independent Woman Director of the
	Company.

25. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts for the financial year ended

31 March 2026, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same; (b) 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 of affairs of your Company as at 31 March 2026 and of the profit and loss of the Company for the financial year ended 31 March 2026; (c) 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; (d) The annual accounts have been prepared on a ‘going concern basis; (e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; (f) 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.

26. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on

31 March 2026 is available on the Companys website and can be accessed at www.brginfra.com.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in

Notes forming part of the financial statements.

28. RELATED PARTY TRANSACTIONS:

During the financial year 2025-26, all transactions with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were entered in the ordinary course of business and on an arms length basis. All related party transactions are placed before the Audit Committee of the Company for approval and placed before the Board for information/approval, as and when required. With a view to ensure continuity of day-to-day operations, an omnibus approval is obtained for related party transactions which are of repetitive nature, entered in the ordinary course of business and at arms length basis. The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for FY 2025-26 and estimated transactions for FY 2026-27. There were no materially significant related party transactions that may conflict with the interest of the Company. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Companys website at www.brginfra.com. Disclosures on related party transactions are set out in the Notes to the Financial Statements forming part of this Annual Report. The disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in the Form AOC-2 is set out herewith as Annexure-C and forms an integral part to this Report.

29. INSURANCE:

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

30. RISK MANAGEMENT:

The Company manages and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives. At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

31. VIGIL MECHANISM AND WHISTLE

BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. During the year under review, no grievances received by the Company. The policy is also available on the website of the Company www.brginfra.com.

32. DISCLOSURE REQUIREMENTS: a) Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. b) Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. c) Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review. d) Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. Related Party disclosures/transactions are detailed in the Notes to the financial statements.

33. CORPORATE SOCIAL

RESPONSIBILITY:

Your Company has constituted the Corporate Social Responsibility (CSR) Committee as per the requirements of the Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. As on 31 March 2026, Mr. Brij Kishore Goyal is the Chairman of the Committee and other members namely Mr. Gopal Goyal and Mr. Mohit Bhandari are the members of said Committee. The Committee has framed the Corporate Social Responsibility Policy for the Company. The philosophy for CSR activity of the

Company is mainly focused in the various areas of rural infrastructure development, social upliftment, education, promotion of healthcare and sanitation, ensuring environmental sustainability and promoting rural sports. On account of profits and turnover in the previous financial year ended 31 March 2025, the Company has a CSR obligation. The calculation of CSR obligation for the financial year ended 31 March 2026, is below mentioned:

Amount in Lakhs
Net Profit calculated as per Section 198	Amount
For the FY ended March 2023	2,095.34
For the FY ended March 2024	2,781.64
For the FY ended March 2025	3,346.48
Total Net Profits	8,223.47
Average Net Profits	2,741.16
CSR Obligation (2%)	54.82
Excess to be set off	-1.80
Amount spent for CSR	53.02

The Company gives preference to the local area for spending the amounts earmarked for CSR activities. During the year, the Company spent 53.02 Lakh in the CSR Activities, the details of which is provided in the CSR Report.

The Annual Report on the CSR activities is at Annexure-D to this Report.

34. AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

At the 20th Annual General Meeting held on 15 September 2025, M/s A B M S & Associates, Chartered Accountants, Indore (FRN: 030879C) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 25th Annual General Meeting to be held in the financial year 2029-30. Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified vide Notification dated S.O. 1833 (E) dated 07 May 2018 and effective from the date, the Proviso of Section 139(1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013. Therefore, the resolution for ratification of appointment of Statutory Auditors, M/s A B M S & Associates, Chartered Accountants, Indore (FRN: 030879C), has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 21st AGM of the Company. The Auditors Report for financial year ended 31 March 2026 forms part of the Annual Report and does not contain any qualification, reservation or adverse remarks.

Internal Auditor:

The Company had appointed M/s Aman Jindal & Co., Chartered Accountants as an Internal Auditor of the Company at their meeting held on 29 May 2025 for the period of financial year ended 31 March 2026.

The Internal Audit Report for financial year ended 31 March 2026 does not contain any qualification, reservation or adverse remarks.

Secretarial Auditor:

The Members of the Company, at the 20th AGM held on 15 September 2025, approved the appointment of Mr. Ankit Joshi, Practicing Company Secretary, having Mem. No.: F13203, COP: 18660, and Peer Review No.: 1453/2021 as the Secretarial Auditor of the Company for a period of five years to hold office from the conclusion of 20th AGM till the conclusion of the 25th AGM, to be held in the year 2030. Mr. Ankit Joshi, Practicing Company Secretary has confirmed that he is not disqualified from continuing as Secretarial Auditor of the Company and meet the prescribed eligibility criteria. The Secretarial Audit Report does not contain any qualification, reservation and adverse remarks and the comments given by the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further explanations or comments under Section 204(3) of the Act. The Secretarial Audit Report of the Company as prescribed under Section 204 of the Act is enclosed as Annexure-E to the Report.

Cost Auditor:

The Company has maintained cost accounts and records as Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN.: 000030) have carried out the cost audit during the financial year 2025-26. The report does not contain any or adverse remark. The Board, on the recommendation of the Audit Committee, has re-appointed M/s Dhananjay V. Joshi & Associates, as Cost Auditors of the Company for conducting the audit of cost records for the financial year 2025-26 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014 in its meeting dated 29 May 2025 for the financial year 2025-26.

35. EXPLANATION ON AUDITORS

REPORT:

Statutory Auditor

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

Secretarial Auditor

In accordance with the observations outlined in the Secretarial Auditors Report, the management hereby submits the following detailed comments and explanations:

We further report that, during the reporting period, the Company received a Summons to an Accused issued by the Court of the Chief Judicial Magistrate, Gwalior, Madhya Pradesh, in connection with alleged non-filing of the Cost Audit Reports for the financial year 2014-15, pursuant to Sections 147(1) and 148(8) of the Companies Act, 2013. The Company has been required to appear before the Honble Court on 12th October 2026 and answer the charges alleged therein. The matter is presently pending adjudication before the Honble Court. Accordingly, the outcome of the proceedings cannot be ascertained at this stage, and no opinion is expressed with respect to the merits or ultimate outcome of the said proceedings. Except as stated above, no prosecutions have been initiated, and no fines, penalties, or by the any other punishment have been imposed on the Company under the Act during the period under Review.

Management Comments:

The observation has been noted. The matter pertains to the alleged non- reservation filing of the Cost Audit Report for the financial year 2014-15. During the current financial year, the Company received a Summons to an Accused from the Court of the Chief Judicial Magistrate, Gwalior, Madhya Pradesh, requiring its appearance in connection with the said matter.

The Company believes that the matter relates to historical compliance and is taking appropriate legal steps in consultation with its legal counsel. The Company is in the process of appearing before the Honble Court through its authorised representatives and will diligently pursue all available legal remedies. As the matter is sub judice, the Company considers it inappropriate to comment on the merits of the case at this stage.

The management remains committed to maintaining the highest standards of statutory and regulatory compliance and has implemented robust compliance monitoring mechanisms to ensure timely adherence to all applicable legal and regulatory requirements.

36. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 other than those which are reported to Central Government during the year under review.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as an Annexure-F to this Report.

38. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its size and activities. The Board has adopted the policies and procedures for ensuring the orderly and conduct of its business, including, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 143 of the Companies Act, 2013 is forming part of the financial statements for the year under review.

39. DISCLOSURES AS PER THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees.

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, required disclosure is given below: The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes against sexual harassment are conducted across the organization. Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:

Particulars	Number of Complaints
Number of complaints at the opening of the	Nil
Financial Year
Number of complaints	Nil
filed during the
Financial Year
Number of complaints	Nil
disposed of during the
Financial Year
Number of complaints	Nil
pending as on end of
the Financial Year

40.COMPLIANCE UNDER THE

MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity BenefitAct, 1961. All eligible women employees have been granted the benefits as prescribed under the Act, including maternity leave and other related entitlements. The Company remains committed to fostering a supportive and inclusive work environment, particularly for working mothers, and continues to uphold its responsibility towards gender equity in the workplace.

41. CORPORATE GOVERNANCE

REPORT:

Your Company is committed to upholding the highest standards of corporate governance, ensuring compliance with the principles of good governance, and maintaining a robust framework that promotes transparency, accountability, and integrity in all our operations. Our commitment to these principles reinforces our dedication to acting in the best interest of our stakeholders. In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46, as well as Para C, D, and E of Schedule V, is not applicable to listed entities that have their specified securities listed on the SME Platform of the Stock Exchanges. Therefore, the requirement to file Corporate Governance Report with the Stock Exchange does not apply to the Company for the financial year 2025-26. Since the Companys securities are listed on SME Platform of BSE Limited, Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company. Hence, Report on the Corporate Governance does not form part of this Boards Report.

42. MANAGEMENT DISCUSSION AND

ANALYSIS REPORT:

In accordance with Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) the Management Discussion and Analysis (MD&A) Report of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure-G and forms part of this Report.

43. SIGNIFICANT/MATERIAL ORDERS

PASSED BY THE REGULATORS:

During the year under review, there have been no other material or orders passed by any regulators, courts, or tribunals which may impact the going concern status of the Company or its future operations.

44.OTHER DISCLOSURES:

During the financial year 2025-26, the Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

During the financial year 2025-26, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

During the financial year 2025-26, your Company has not entered any One-Time Settlement with banks or financial institutions.

The Company has not issued any debentures during the financial year 2025-26.

45. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely www.brginfra.com containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

46. CAUTIONARY STATEMENT:

This report contains forward - looking statements based on the perceptions of the Company and the data and information available with the company. The Company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Companys current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different. significant

47. ACKNOWLEDGEMENT:

The Directors would like to place on record its gratitude for valuable guidance and support received from the Central & State Government departments /agencies, Bankers and wish to convey their appreciation to customers, dealers, vendors, and all other business associates for their continuing support during the year.

The Directors would also like to express their appreciation of the commitment and dedication of employees for their significant contribution during the year

By order of the Board of Directors

For, B.R. Goyal Infrastructure Limited

Brij Kishore Goyal

Chairman & Managing Director

DIN - 00012185

Date: 28 July 2026

Place: Indore