B.R.Goyal Infrastructure Ltd

B.R.Goyal Infrastructure Ltd Directors Report

NSEBSE

₹150

(-3.85%)

Sep 12, 2025|04:01:00 PM

B.R.Goyal Infrastructure Ltd Share Price directors Report

The esteemed Members of

B.R.Goyal Infrastructure Limited

Your Directors take great pleasure in presenting the Twentieth (20th) Annual Report of B.R.Goyal Infrastructure Limited. It is noteworthy that the roots of our business go back over three decades. This journey reflects our longstanding presence in the Infrastructure and Construction sector, demonstrating consistent efforts, steady growth, and a sustained commitment to delivering quality. Along with this Report, we present the Audited Standalone and Consolidated Financial Statements for the financial year ended 31 March, 2025, together with the reports of the Auditors thereon.

1. FINANCIAL RESULTS:

The Companys financial performance for the financial year ended 31 March 2025, along with that of the previous financial year ended 31 March 2024, is summarized below:

Amount in INR Lakhs

	Standalone		Consolidated
Particulars	Year ended on 31 March 2025	Year ended on 31 March 2024	Year ended on 31 March 2025	Year ended on 31 March 2024
Total Revenues	50682.55	58620.40	51509.41	59619.20
Profit/ (Loss) for the year before
providing for Depreciation and Finance	4620.80	3985.92	4648.33	3988.86
Costs and exceptional items
Less: Finance Cost	716.69	649.66	716.69	649.66
Less: Depreciation	538.98	473.91	538.98	473.91
Profit/ (Loss) before Exceptional/ Extraordinary items	3365.13	2862.35	3392.66	2865.29
Less: Exceptional Income/ Extraordinary items
Profit before Tax	3365.13	2862.35	3,392.66	2865.29
Less: Tax Expenses	832.92	641.33	840.15	642.16
Less: Deferred Tax	25.11	34.23	25.11	34.23
Profit/ (Loss) after tax	2507.10	2186.79	2527.40	2188.90

The above figures are extracted from the Financial Statements prepared in accordance 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 financial year ended 31 March 2025, the Companys operations resulted in total revenues of INR 50682.55 Lakh as against to INR 58620.40 Lakh in the previous year. The Profit before Finance Cost, Depreciation and exceptional items amounted to INR 4620.80 Lakh as against profit of INR 3985.92 Lakh in the previous year. The Net Profit after tax for the year ended after considering exceptional and extraordinary items amounted to INR 2507.10 Lakh as against profit of INR 2186.79 Lakh in the previous year.

Consolidated:

During the financial year ended 31 March 2025, the Companys operations resulted in total revenues of INR 51509.41 Lakh as against INR 59619.20 Lakh for the previous year. The Profit before Finance Cost, Depreciation and exceptional items amounted to INR 4648.33 Lakh as against profit of INR 3988.86 Lakh in the previous year. The Net Profit for the year ended after considering exceptional and extraordinary items amounted to INR 2527.40 Lakh as against Profit of INR 2188.90 Lakh in the previous year.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the financial year 2024-25, the Company is engaged in the business of Construction Activities, Wind Power Generation, Toll Collection Contracts, etc.

Further, the Company with the approval of its members vide Special Resolution passed at the 03/2024-25 Extra-Ordinary General Meeting held on 07 November 2024 altered its main object clause of the Memorandum of Association of the Company by inserting the business activity of Toll collection contracts.

4. DIVIDEND:

With a view to conserve the financial resources, yours Directors have considered it financially prudent in the long term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base, therefore no Dividend has been recommended by the Board on the Equity Shares of the Company for the financial year 2024-25.

5. TRANSFER TO RESERVES:

The Company has a closing Balance of INR 20491.22 Lakh of Reserves and Surplus as on 31 March 2025.

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

Reserves and Surplus	31 March 2025	31 March 2024
Securities premium account Opening Balance	600.70	600.70
Addition	8028.00	-
Less: Utilized in issuing Bonus Share	(600.70)	-
Less: Capital Raising Cost (IPO)	(851.04)	-
Surplus	7176.9 6	600.70
Opening Balance	11076.0 9	8889.30
Profit for the period/year	2507.10	2186.79
Utilized During the Period (Bonus 1:1)	(268.93)	-
Net Surplus	13314. 26	11076. 09
Total Reserves and Surplus	20491. 22	11676. 79

6. SHARE CAPITAL:

As on 31 March 2025, the Share Capital structure of the Company stands as under:

Particulars	Numbers in actual	Amount in INR
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:

The members of the Company had approved to increase in the Authorized Share Capital of the Company from INR 13,00,00,000/- (Indian Rupees Thirteen Crore Only) divided into 1,30,00,000 (One Crore Thirty Lakh) Equity Shares of INR 10.00 each to INR 25,00,00,000/- (Indian Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of INR 10.00 each and thereby consequent alteration to the Clause V of the Memorandum of Association of the Company by passing an ordinary resolution at the 19th Annual General Meeting held on 26 June 2024.

ii. Issued, Subscribed and Paid-up Share Capital:

Bonus Issue of Shares:

The Board of Directors of the Company had approved the issue of Bonus shares at their meeting held on 14 June 2024 of 86,96,352 equity shares having face value of INR 10.00 per share fully paid up to the Members of the Company in the proportion of 01 (One) new fully paid-up equity share of INR 10.00 each for every 01 (One) existing fully paid-up equity share of INR 10/- each held by them (i.e., in the ratio of 1:1), which was approved by the Members of the Company by capitalizing a sum of INR 8,69,63,520/- (Indian Rupees Eight Crore Sixty-Nine Lakh Sixty-Three Thousand Five Hundred Twenty only) out of Reserves and Surplus of the Company, by passing a special resolution at the 19th Annual General Meeting held on 26 June 2024. The allotment of bonus equity shares was approved by the Board at their meeting held on 28 June 2024.

Preferential Issue of Shares:

The Board of Directors of the Company at their meeting held on 27 August 2024 approved issue and allotment of up to 1,20,000 Equity Shares 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, at an issue price of INR 125.00 per equity share (including premium of INR 115.00 per equity share). The Members of the Company approved the said issue vide special resolution passed at the 02/2024-25 Extra-Ordinary General Meeting of the members of the Company held on 27 August 2024. Upon receipt of the share application money from the Allottees, the Board of Directors at their meeting held on 30 August 2024 had allotted the said Equity Shares. The newly issued Equity Shares rank pari passu with the existing Equity Shares of the Company.

Initial Public Offer (IPO) of Shares;

During the reporting period, pursuant to the Initial Public Offer of Equity Shares by the Company, the

Board of Directors, in their meeting held on 10 January 2025, has allotted total 63,12,000 Equity Shares of INR 10.00 per equity share at an issue price of INR 135.00 per equity share (including premium of INR 125.00 per equity share) to the successful allottees.

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that, during the year under review, the Company has not deviated or varied the utilization of proceeds of the Initial Public Offering (IPO) from the objects stated in the offer document. The funds raised through the IPO have been utilized for the purposes as mentioned in the Prospectus. The statement of utilization of IPO proceeds has been reviewed by the Audit Committee and the Board of Directors periodically. A certificate from Statutory Auditor confirming the utilization of funds has also been submitted to the Stock Exchange(s) within due date. There is no deviation or variation in the use of proceeds of the issue from the objects stated in the prospectus.

As on 31 March 2025, the details of utilization of funds raised by way of IPO are as follows:

Utilization of Funds up to on 31 March 2025

Amount in INR Lakhs

Original Object	Modified Object, if any	Original Allocation	Modified Allocatio n, if any	Funds utilized till 31 March 2025	Amount of Deviation/Variati on for the quarter according to applicable object	Remarks, if any
Funding capital expenditure requirement	--	802.00	--	802.00	--	Fully Utilized
Funding Working Capital Requirement	--	4200.00	--	2399.31	--	Remaining Amount will be utilized in Next Quarter
Funding expenditure for inorganic growth through acquisitions & other strategic initiatives and General Corporate Purposes	--	2669.20	--	532.26	--	Remaining Amount will be utilized in Next Quarter

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 2025, 100% of the Companys total paid-

up equity capital representing 2,38,24,704 equity shares is in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of

securities shall be carried out in dematerialized form only. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories.

7. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

A major highlight for the year under review was that the Company successfully came out with an Initial Public Offer of equity shares of the Company aggregating to INR 8521.20 Lakh. The issue was entirely Fresh Issue of equity shares.

The Company had filed Red Herring Prospectus to the Registrar of Companies (ROC) on 01 January 2025. The Public Issue opened on Tuesday, 07 January 2025 and closed on Thursday, 09 January 2025. The Basis of Allotment was finalized by Company, Registrar to the Issue and Merchant Banker in consultation with the BSE on 13 January 2025. The Company had applied for listing of its total equity shares to BSE and received the approval vide BSE letter dated 13 January 2025. The trading of equity shares of the Company commenced on 14 January 2025 on the SME Platform of BSE Limited.

Your Directors believe that the listing of the Company marks a significant milestone, offering a robust platform to elevate the brand, increase visibility, and provide liquidity to shareholders. The equity shares were listed at a modest premium of 0.56% over the IPO issue price, debuting at INR 135.75 - marking a stable debut and reflecting underlying investor confidence in the Companys long-term growth potential.

The equity shares listed with a substantial gain from the offer price. We are both humbled and grateful for the faith shown in the Company by market participants. We extend our sincere appreciation to our stakeholders for their continued trust in our ability to deliver high-quality services.

8. 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.

9. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

As on 31 March 2025, your Company has following Subsidiaries, the details of which are as follows:

Sr N o.	Name & Address of the Compan y	CIN/UIN	% of the Shar es held	Applica ble Section
1	BR-DSR Lateri Shamsha bad Private Limited India	U45203MP2022PT C061383	51.0 0	2(87)

As on 31 March 2025, your Company has following Joint Ventures and Associates, the details of which are as follows:

Sr N o.	Name & Address of the Entity	CIN/UIN/L LPIN	% of Capital Contribu tion	Applica ble Section
	BRGIL LLP
1	India BRGIPL JV	AAY-8148	33.34	2(6)
2	KTIL LLP	AAM-4723	69.99	2(6)
	India BRGIL JV
3	Girija Constructi on	-	51.00	2(6)
	India BRGIL JV Sundarma dhav
4	Constructi on LLP	ACM-5493	51.00	2(6)
	India

During the year ended 31 March 2025, B R Goyal Tollways Private Limited (BRG Tollways) ceased to be the subsidiary company of your Company on account of conversion of BRG Tollways into a Limited Liability Partnership (LLP). Apart from the afore-mentioned, no company ceased to be a subsidiary/ joint venture/ associate company of your Company.

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 subsidiary, is available on the website of the Company, www.brginfra.com.

10. 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 2024-25.

The details of transactions of Loans and Advances undertaken between the Company and its

Directors/Relatives of Directors have been disclosed in Note No.: 33 (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.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

During the year under review, in line with the growth strategy and to support our future expansion plans, the Board of Directors at their meeting held on 14 June 2024 proposed to initiate an Initial Public Offering (IPO) of the Company. The Company had proposed to issue fresh equity shares aggregating to INR 8521.20 Lakh and to enlist such shares on the SME Platform of BSE Limited.

The Company had filed Red Herring Prospectus to the Registrar of Companies (ROC) on 01 January 2025. The Company had applied for listing of its total equity shares to BSE and received the approval vide BSE letter dated 13 January 2025. The trading of equity shares of the Company commenced on 14 January 2025 on the SME Platform of BSE Limited.

12. LISTING OF SHARES:

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 2024-25 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 2025, 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 2025.

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 2025:

Male: 808 Female: 42 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 2025, 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	Mrs. 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 2024-25, the following Directors were appointed on the Board:

S. No	Name	Designation	Category	DIN	Date of Appointment
1	Mr. Brij Mohan Maheshwari	Additional Director	Independent	00022080	14/06/2024
2	Mr. Ravindra Karoda	Additional Director	Independent	10684887	05/07/2024

The details of Regularization of Additional Directors are as under:

S. No	Name	Designation	Category	DIN	Date of Approval by Shareholders
1	Mr. Yash Goyal*	Director	Promoter	08216033	26/06/2024
2	Mr. Utpal Goyal*	Director	Promoter	08215995	26/06/2024
3	Mr. Brij Mohan Maheshwari#	Director	Independent	00022080	26/06/2024
4	Mr. Kamal Kumar Kasturi$	Director	Independent	01566363	26/06/2024
5	Mr. Ravindra Karoda#	Director	Independent	10684887	25/07/2024

*During the financial year ended 31 March 2024, Mr. Yash Goyal (DIN: 08216033) and Mr. Utpal Goyal (DIN: 08215995) were appointed as Additional Directors (Executive and Promoter) of the Company by the Board at their meeting held on 16 October 2023. They were subsequently appointed as the Directors (Executive and Promoter) at the 19th Annual General Meeting held on 26 June 2024.

$Mr. Kamal Kumar Kasturi (DIN: 01566363) was appointed as an Additional Independent Director of the Company by the Board at their meeting held on 01 December 2023. He was subsequently appointed as the Independent Director at the 19th Annual General Meeting held on 26 June 2024.

#During the year under review, pursuant to the recommendation of the Nomination and Remuneration Committee, Mr. Brij Mohan Maheshwari (DIN: 00022080) was appointed as Additional Independent Director of the Company by the Board at their meeting held on 14 June 2024 for a term of five years from 14 June 2024 till 13 June 2029. He was subsequently appointed as the Independent Director at the 19th Annual General Meeting held on 26 June 2024.

#Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on 05 July 2024 had approved the re-appointment of Mr. Ravindra Karoda (DIN: 10684887) as a Non-Executive Independent Director of the Company for a term of five years from 05 July 2024 till 04 July 2029, which was approved by the shareholders at their 01/2024-25 Extra-Ordinary General Meeting held on 25 July 2024.

The details of Reappointment of Directors are as under:

S. No	Name	Designation	Category	DIN	Date of Approval by Shareholders	Term of reappointment
1	Mr. Mohit Bhandari	Director	Independent	08139828	26/06/2024	29 June 2024 till 28 June 2029

Resignations/Retirements along with facts of resignation:

During the financial year 2024-25, the following Directors resigned from the Board of the Company:

S. No	Name	Designation	Category	DIN	Date of Resignation	Reason
1	Mr. Kamal Kumar Kasturi	Director	Independent	01566363	28/06/2024	Personal reasons and other commitments

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. Gopal Goyal (DIN: 00012164) and Mr. Rajendra Kumar Goyal (DIN: 00012150), Whole-Time Directors 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 Whole-Time Directors of your Company.

Key Managerial Personnel:

As on 31 March 2025, 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	Chairman & 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

*During the year under review, the Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Ms. Ritika Jhala as Whole-Time Company Secretary and Compliance Officer of the Company w.e.f. 14 June 2024.

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 2025.

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 2025, the Board has following committees:

a. Audit Committee;

b. Stakeholders Relationship Committee;

c. Nomination and Remuneration Committee;

d. Corporate Social Responsibility Committee;

e. IPO Committee (dissolved w.e.f. 29 May 2025);

f. Finance and Investment Committee; and

g. Tender Committee.

Audit Committee

As on 31 March 2025, the composition of Audit Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Mohit Bhandari	Chairman	Non-Executive & Independent Director
Mrs. 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
Mrs. 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 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 is correct, sufficient, and credible;

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 halfyearly 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 sub-section (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 concerning the items specified in 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 whistleblower 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 Eleven (11) times during the financial year and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	09 April 2024
2.	15 April 2024	Chairman & all other members
3.	02 May 2024	were present
4.	03 June 2024

5. 14 June 2024

6. 05 July 2024

27 August . 2024

28 November

8. 2024 29 January

9. 2025

18 February

. 2025

„„ 20 March

11. 2025

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 2025, the composition of Stakeholders Relationship Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Brij Mohan Maheshwari	Chairman	Non-Executive & Independent Director
Mrs. 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	l	Nature of Directorship
Mr. Brij Mohan Maheshwari	Chairman	Non-Executive & Independent Director
Mrs. 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), nonreceipt 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 of the 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 Two (2) times during the financial year and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	28 November 2024	Chairman & all other
2.	29 January 2025	members were present

Investors Grievances Redressal:

There were no pending complaints/ transfers as on 31 March 2025 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 2025 is as under:

No. of complaints/re quest received	No. of complaints/requ ests solved to the satisfaction of shareholders/inv estors	No. of pending complaints/re quest as on 31 March 2025
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 2025, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Mohit Bhandari	Chairman	Non-Executive & Independent Director
Mrs. 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
Mrs. 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.	09 April, 2024
2.	14 June, 2024	Chairman & all other members
3.	28 June, 2024	were present
4.	05 July, 2024

Mr. Mohit Bhandari, being, Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting. The Company Secretary of the Company is the Secretary of the Committee.

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;

- 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;

- 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.

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 2025, the composition of members of the Committee and their details are mentioned below:

Name	Designation	Nature of Directorship
Mr. Brij Kishore Goyal	Chairman	Chairman & Managing Director
Mr. Gopal Goyal N/lr Mnhit Mr. Mohit	Member	Whole Time Director Non-Executive
Bhandari	Member	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.	20 March 2025	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 modification as may be applicable.

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 20 March 2025 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 22 (Twenty Two) times during the financial year 2024-25 and the details of which are as follows:

1 09 April 2024

2 15 April 2024

3 02 May 2024

4 03 June 2024

5 14 June 2024

6 28 June 2024

7 05 July 2024

8 02 August 2024

9 27 August 2024

10 30 August 2024 Physical meetings at

11 23 September 2024 the registered office

12 07 November 2024 of the Company

13 28 November 2024 situated at Indore.

14 30 December 2024

15 01 January 2025

16 06 January 2025

17 10 January 2025

18 10 January 2025*

19 29 January 2025

20 03 February 2025

21 18 February 2025

22 20 March 2025

*Two separate Board Meetings were held on 10 January 2025 at different times.

Name of	No. of Board Meetings attended
the Director(s)	Held/Entitled	Attended	Attendance at the last AGM held on 26 June 2024
Mr. Brij Kishore	22	22	Yes
Goyal Mr. Gopal Goyal Mr.	22	22	Yes
Rajendra Kumar	22	20	Yes
Goyal Mr. Mohit Bhandari Mrs.	22	14	Yes
Khushboo Patodi Mr. Kamal	22	14	Yes
Kumar	6	4	Yes
Kasturi Mr. Yash Goyal	22	20	Yes
Mr. Utpal Goyal	22	18	Yes
Mr. Brij	17	11	Yes
Mohan Maheshwar
i Mr. Ravindra Karoda	15	8	NA

All the Directors of the Company had attended at least one Board Meeting during the financial year 2024-25.

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 19th Annual General Meeting (AGM) of the Company was held on Wednesday, 26th day of June 2024 at 01.00 PM IST. All the filings and requirements were made within the due timelines with respect to the 19th AGM.

During the year, the following Extra-Ordinary General Meetings have been held:

(a) The 01/2024-25 Extra-Ordinary General Meeting of the Company was held on 25 July 2024, for the appointment of Mr. Ravindra Karoda (DIN: 10684887) as a Director (Non-Executive and Independent) of the Company.

(b) The 02/2024-25 Extra-Ordinary General Meeting of the Company was held on 27 August 2024, for the approval to create, offer, issue and allot up to 1,20,000 (One Lakh Twenty Thousand) equity shares of face value of INR 10/- each on

Preferential Basis by way of Private Placement pursuant to sections 23, 42, 62(1) (c) and other applicable provisions of the Companies Act, 2013.

(c) The 03/2024-25 Extra-Ordinary General Meeting of the Company was held on 07 November 2024, for the alteration in the main object clause of the Memorandum of Association of the Company.

(d) The 04/2024-25 Extra-Ordinary General Meeting of the Company was held on 10 March 2025, for the appointment of M/S A B M S & Associates, Chartered Accountants, Indore (FRN: 030879C) as statutory auditors of the Company to fill in the causal vacancy arisen due to resignation of M/S LVA & Associates, Chartered Accountants (FRN: 325977E).

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 2025, 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 2025 and of the profit and loss of the Company for the financial year ended 31 March 2025;

(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 2025 is available on the Companys website and can be accessed at www.brginfra.com.

27. LOANS AND 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 2024-25, 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.

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 2024-25 and estimated transactions for FY 2025-26.

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 2025, 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 2024, the Company has a CSR obligation. The calculation of CSR obligation for the financial year ended 31 March 2025, is below mentioned:

Net Profit calculated as per Section 198	Amount in INR Lakhs
For the FY ended March 2022	899.03
For the FY ended March 2023	2095.34
For the FY ended March 2024	2,781.64
Total Net Profits	5,776.01
Average Net Profits	1,925.34
CSR Obligation (2%)	38.51
Excess to be set off	(11.31)
Amount spent for CSR	27.20

The Company gives preference to the local area for spending the amounts earmarked for CSR activities. During the year, the Company spent INR 29.00 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 Annual General Meeting held in the year 2022, M/s. LVA & Associates, Chartered Accountants (formerly known as Lopa Verma & Associates, Chartered Accountants) were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2027.

However, during the year under review, M/s LVA & Associates, Chartered Accountants (FRN: 325977E), had tendered their resignation from the office of Statutory Auditors of the Company with effect from 29 January 2025 on account of the firms ineligibility to continue as Statutory Auditors, as the firm had not undergone the mandatory peer review in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

To fill the casual vacancy of Statutory Auditors caused on account of the resignation of M/s LVA & Associates, Chartered Accountants (FRN: 325977E), the Board of Directors after considering the recommendations of the Audit Committee, at their meeting held on 29 January 2025 had appointed M/s A B M S & Associates, Chartered Accountants, Indore (FRN: 030879C) to hold office of the Statutory Auditors from the conclusion of that Board Meeting till the date of 20th Annual General Meeting of the Company. The said appointment was further approved by the members of the Company at the 04/2024-25 ExtraOrdinary General Meeting held on 10 March 2025.

Accordingly, approval of the members is sought for appointment of M/s A B M S & Associates, Chartered Accountants, Indore (FRN: 030879C) as the Statutory Auditors of the Company to the hold office from the conclusion of this 20th Annual General Meeting till the conclusion of the 25th Annual General Meeting of the Company and to fix their remuneration. M/s A B M S & Associates, Chartered Accountants, Indore (FRN: 030879C), have consented to the aforesaid appointment and confirmed that their appointment, if made, will be within the limits specified under Section 141(3) (g) of the Companies Act, 2013. They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Companies Act, 2013 and the rules made thereunder. They have also confirmed that the Firm is also a Peer Reviewed Firm of Chartered Accountants and the Peer Review Certificate has already been issued by the ICAI.

The details required as per Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) forms part of Explanatory Statement to the Notice of the 20th AGM.

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 09 April 2024 for the period of financial year ended 31 March 2025.

The Internal Audit Reports for financial year ended 31 March 2025 does not contain any qualification, reservation or adverse remarks.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Ankit Joshi, Practicing Company Secretary to conduct a Secretarial Audit for the year 2024-25 at their meeting held on 09 April 2024. The Secretarial Audit Report for the year ended 31 March 2025 is annexed herewith as Annexure-E to this Boards Report.

The said Secretarial Audit Report contains following observations:

• Whereas as per Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company was required to disclose the revision in its credit rating within 24 hours of receipt of the report from the Credit Rating Agencies. However, at the two occasions the reporting was done after the prescribed timeline:

1. The credit ratings received from CARE Ratings Limited (CARE) on February 20, 2025, and February 28, 2025, were disclosed only on March 6, 2025, resulting in a delay in reporting.

2. The credit rating issued by India Ratings & Research Private Limited (India Ratings) on March 25, 2025, was disclosed on March 31, 2025, resulting in a delay in reporting.

• It has been observed that a discrepancy was raised by BSE Limited regarding the submission of the companys financial statements in XBRL mode for the half year ended 30th September 2024 which was subsequently rectified and revised by the company.

• It has been observed that a discrepancy was raised by BSE Limited regarding the submission of the companys shareholding pattern for the half year ended 31st March 2025, which was subsequently rectified and revised by the company.

• The company had filed a suo moto compounding application under section 441 of Companies Act, 2013 (hereinafter referred as the act) with the Regional Director, North Western Region for the addition of certain business activities in its MOA pursuant to provisions of Section 4(1)(c) read with Section 13(1) of the act. However the same had been rejected by the authority on the ground of that the offence is adjudicable offence under section 450 of the act later the same application has been sue moto filed under Section 454 and 450 of the act through form GNL-1 vide SRN: N29739455 which has been approved by the Registrar of Companies, Gwalior Madhya Pradesh on 22nd April 2025

• At one instance the Company and its officers has received a show-cause notice from Ministry of Corporate Affairs (MCA), Cost Audit Branch dated 27th March 2025 in respect of non-filing of Cost Audit Report for the financial year ended 2023-24 within prescribed timeline.

Pursuant to SEBI Listing Regulations, the Company is required to appoint Secretarial Auditor for a term of five consecutive financial years. In view this, the Directors recommend the appointment of Mr. Ankit Joshi, Practicing Company Secretary to undertake Secretarial Audit of the Company for a term of five consecutive financial years i.e. 2025-26 to 2029-30 at the ensuing 20th Annual General Meeting.

Cost Auditor:

The Company has maintained cost accounts and records as specified by the 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 2024-25. The report does not contain any qualification, reservation 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 2024-25 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014 in its meeting dated 09 April 2024 for the financial year 2024-25.

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:

1. The credit ratings received from CARE Ratings Limited (CARE) on February 20, 2025, and February 28, 2025, were disclosed only on March 6, 2025, resulting in a delay in reporting.

2. The credit rating issued by India Ratings & Research Private Limited (India Ratings) on March 25, 2025, was disclosed on March 31, 2025, resulting in a delay in reporting.

Management Comments: The Company

acknowledges the delay in the disclosure of credit rating revisions received from CARE Ratings Limited on 20 February 2025, and 28 February 2025, and from India Ratings & Research Private Limited on 25 March 2025. The delayed disclosure was inadvertent and occurred due to an internal oversight in the compliance tracking mechanism. The Company has since reviewed and strengthened its internal processes to ensure timely and accurate disclosures in compliance with Regulation 30 of SEBI (LODR) Regulations, 2015. The management has been sensitized and appropriate systems have been put in place to avoid recurrence of such delays in the future.

Management Comments: Upon receipt of the discrepancy from BSE Limited, the Company

immediately took corrective action, rectified the error, and submitted the revised financial statements in the prescribed format.

Management Comments: Upon receipt of the discrepancy from BSE Limited, the Company immediately took corrective action, rectified the error, and submitted the revised shareholding pattern in the prescribed format.

Management Comments: The Company

acknowledges the above observation and has taken note of the procedural requirements under the Companies Act, 2013. While the initial compounding application under Section 441 was made in good faith, the Company understands that the matter was adjudicable under Section 450, based on the professional advice received from a legal consultant. Accordingly, a revised application was suo moto filed under the appropriate provisions and has since been approved by the Registrar of Companies. The Company is committed to ensuring strict compliance with all statutory provisions moving forward and will take necessary steps to avoid such procedural lapses in the future.

Management Comments: The delay was

unintentional and resulted from an internal communication lapse. The Company has taken necessary measures to streamline its compliance

calendar and reporting structure to prevent such delays going forward. The Company has also submitted the reply to the Show Cause Notice on 19 April 2025, complying with the requirements as stated in the afore-mentioned notice.

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 efficient 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 Financial Year	Nil
Number of complaints 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	Nil

40. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 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 subregulation (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 2024-25. Since the Companys securities are listed on SME Platform of BSE, 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:

At the Board Meeting held on 07 November 2024, the Company approved the filing of a suo moto application for compounding of an offence under Section 4(1)(c) read with Section 13(1) of the Companies Act, 2013 ("the Act"), by submitting an application under Section 441 of the Act before the Regional Director, North Western Region ("RD"), in relation to the commencement of certain business activities not covered under the Object Clause of the Companys Memorandum of Association.

However, the said application was initially rejected by the RD, with directions to file the matter under adjudication of offence.

Subsequently, with the approval of the Board at its meeting held on 03 February 2025, the Company submitted a fresh adjudication application under Section 4(1)(c) read with Sections 13(1) and 450 of the Act, through an application under Section 454, before the Registrar of Companies, Gwalior, Madhya Pradesh ("ROC Gwalior"). The said application was duly approved by ROC Gwalior on 22 April 2025.

Except as stated above, there have been no other material or significant 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 2024-25, 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 2024-25, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

• During the financial year 2024-25, 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 2024-25.

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.

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
Date: 14 August 2025 Place: Indore	Brij Kishore Goyal
	Chairman & Managing Director
	DIN - 00012185

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