Bharat Road Network Ltd Directors Report

Note: The above figures have been extracted from the Standalone and Consolidated Financial Statements of the Company, for the Financial Year ended on March 31, 2026, prepared as per Indian Accounting Standards (Ind-AS).

Key Financial Ratios in terms of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under -

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations thereof is as mentioned below -

DIVIDEND

The Board of Directors has not recommended any dividend on Equity Shares of the Company for the Financial Year ended 31st March, 2026.

TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

Further, the Company has also transferred 1986 equity shares of

TRANSFER TO RESERVES

No amount has been transferred to any Reserve during the year under review.

PROMOTERS GROUP SHAREHOLDING

As on March 31, 2026, the total shareholding of Promoter and Promoter Group of your Company stood at 51.97% (previous year 51.97%) in the Paid-up Share Capital of your Company.

As on March 31, 2026, 22.92% (previous year 22.92%) of the total Promoter and Promoter Group shareholding is under pledge, representing 11.91% of the paid-up share capital of your Company.

In compliance with Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"), the entire shareholding of Promoter(s) and Promoter group is in dematerialized form.

PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits covered under Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT ECONOMY OUTLOOK

Global Economy

The global economy entered 2026 facing a significantly more uncertain environment than anticipated at the beginning of the year. According to the International Monetary Funds (IMF) World Economic Outlook, April 2026, the outlook has weakened amid escalating trade tensions, heightened geopolitical conflicts (notably the Middle East war), tighter financial conditions, and renewed inflationary pressures. While the global economy demonstrated resilience through much of 2025, rising protectionism and policy uncertainty have tempered growth expectations. The IMF projects global growth to moderate to 3.1% in 2026, with only a modest recovery expected thereafter.

A key source of uncertainty has been the recent tariff measures and retaliatory trade actions among major economies, which have disrupted investment decisions, global supply chains, and heightened barriers in international trade. Adding to these headwinds, the conflict in the Middle East significantly impacted global energy markets. Damage to energy infrastructure and disruptions to shipping through the Strait of Hormuz, through which nearly one-fifth of the worlds oil and liquefied natural gas supplies transit, triggered sharp increases in oil and gas prices, higher freight and insurance costs, and delays across global logistics networks. These developments have added inflationary pressures and increased input costs for businesses worldwide, highlighting the vulnerability of global trade to geopolitical disruptions.

The IMF cautions that a prolonged escalation of geopolitical conflicts or further fragmentation of global trade could materially weaken economic activity beyond the baseline projections. Policymakers across the world are therefore expected to balance inflation control with measures to support growth while rebuilding fiscal buffers and strengthening economic resilience. Although global uncertainties have intensified, economies with strong domestic demand, prudent macroeconomic management, and sustained infrastructure investment are expected to remain relatively better positioned to navigate the evolving global landscape.

(Sources: Reuters, IMF World Economic Outlook)

DOMESTIC ECONOMY

Despite an increasingly uncertain global backdrop marked by geopolitical conflicts, tariff-related trade disruptions and volatile commodity markets, the Indian economy continued to demonstrate remarkable resilience during FY2025-26. Supported by strong domestic demand, prudent macroeconomic policies and sustained public investment, India retained its position as the worlds fastest-growing major economy while maintaining macroeconomic stability.

According to the Reserve Bank of Indias Annual Report 2025-26, the economy benefited from robust household consumption, healthy corporate and bank balance sheets, easing inflationary pressures and continued government capital expenditure. Improved agricultural output supported rural demand, while private investment gathered momentum on the back of higher capacity utilization, improved business confidence and favorable financial conditions. The moderation in inflation, aided by a normal monsoon, lower food prices and improving supply chains, also created room for monetary easing, which in turn further supported domestic economic activity. Although external demand remained subdued due to slowing global growth and trade uncertainties, Indias diversified economic base and strong domestic consumption helped cushion the impact.

Indias growth was broad-based across sectors. According to the Ministry of Statistics and Programme Implementation (MoSPI), real GDP expanded by 7.7% during FY2025-26 compared with 7.1% in the previous year, while real Gross Value Added (GVA) grew by 7.9%. The secondary and tertiary sectors emerged as the principal growth drivers, registering growth of 8.8% and 9.3%, respectively, reflecting strong performance in manufacturing, construction, financial services, trade, transport, and professional services. Gross Fixed Capital Formation grew by over 7.5%, highlighting sustained investments in productive assets, while private final consumption expenditure also recorded healthy growth, reaffirming the strength of domestic demand. Construction activity remained buoyant, supported by the governments continued focus on infrastructure creation and rising private sector participation.

Indias macroeconomic fundamentals also remained robust. Fiscal consolidation progressed steadily, the banking sector continued to exhibit strong balance sheets, and infrastructure investments remained a key policy priority. At the same time, structural reforms, digitalisation, manufacturing incentives and logistics improvements continued to strengthen the countrys long-term competitiveness. While uncertainties arising from global trade fragmentation, geopolitical tensions, and supply chain disruptions are expected to persist, Indias strong domestic demand, improving investment cycle and policy focus on infrastructure position the economy favourably to sustain its long-term growth trajectory.

OUTLOOK

Indias growth outlook remains favourable despite persistent global uncertainties. According to the Ministry of Statistics and Programme Implementation (MoSPI), the strong growth momentum witnessed in FY2025-26 reflects resilient domestic demand, sustained investment activity and broad-based sectoral expansion, providing a strong foundation for the coming year.

The Reserve Bank of India (RBI) projected a real GDP growth of 6.6% in FY2026-27, supported by robust consumption, improving private investment, healthy corporate and banking sector balance sheets, and continued public capital expenditure. However, the central bank cautioned that geopolitical tensions, volatility in global energy prices, trade policy uncertainty and supply chain disruptions remain key downside risks that could influence the pace of growth. Nevertheless, Indias strong macroeconomic fundamentals and ongoing structural reforms are expected to sustain its position among the worlds fastest-growing major economies.

INDUSTRY SECTOR AND OUTLOOK

Investment Opportunities in the Roads Sector

(Source: https://www.pib.gov.in/PressReleasePage.aspxRsPRID=2272639&reg=3&lang=1 )

Operate-Transfer (BOT), Hybrid Annuity Model (HAM), Toll-Operate-Transfer (TOT) and Infrastructure Investment Trusts (InvITs).

Beyond highways, allied infrastructure such as Multimodal Logistics Parks, port connectivity roads, wayside amenities, digital tolling and intelligent transport systems are widening the scope for private investment. With policy support, improving project pipelines and mature monetisation frameworks, the roads sector is expected to remain a critical avenue for private capital, operational expertise and long-term value creation.

National Highways: Construction & Achievements

India has the second-largest road network in the world, spanning approximately 63.73 Lakh km. The National Highway network, which forms the countrys primary arterial road system, expanded by around 61% from 91,287 km in FY2013-14 to 1,46,572 km as of March 2026. The Government continues to strengthen the network through major infrastructure programmes, including the Bharatmala Pariyojana, the subsumed National Highways Development Project (NHDP), the Special Accelerated Road Development Programme for the North-East Region (SARDP-NE), road development programmes in Left Wing Extremism-affected areas and Externally Aided Projects.

(Source: https://www.pib.gov.in/PressReleasePage.aspxRsPRID=2270740&reg=3&lang=1)

Expansion of the National Highway Network: The quality and capacity of Indias highway infrastructure have also improved significantly. The length of four-lane and above National Highways increased from 18,371 km in 2014 to 45,516 km by March 2026. At the same time, 3,644 km of access-controlled high-speed corridors and expressways have been operationalised across the country, reflecting the governments growing focus on faster mobility, logistics efficiency and seamless connectivity between key economic centers.

Accelerating Highway Development: The pace of highway development has strengthened considerably over the past decade. National Highway construction increased from around 11.6 km per day in FY2013-14 to approximately 34 km per day in 2025. Between 2014 and 2025, around 54,917 km was added to the National Highway network, while investment by the Ministry in road infrastructure increased 6.4 times between FY2013-14 and FY2024-25. This sustained focus on highway expansion has strengthened regional connectivity, improved access to economic corridors and supported the movement of people and goods across the country.

(Source: https://www.pib.gov.in/PressNoteDetails.aspxRsModuleId=3&NoteId=154624&reg=3&lang=2)

Asset Monetisation

Asset monetization has emerged as an important pillar of Indias highway financing strategy, enabling the Government to unlock capital from operational road assets and recycle these resources into further infrastructure development. The Ministry of Road

Looking ahead, NHAI has identified 17 national highway assets spanning 1,692.5 km across nine states for proposed monetization through TOT and InvIT modes in FY2026-27. These assets include established economic, and logistics corridors with strong traffic potential, highlighting the growing role of structured asset monetisation in attracting long-term private capital and supporting the continued expansion of Indias National Highway network.

(Sources: PIB - NHAI FY2025-26 Asset Monetisation Update; PIB - Raajmarg Infra Investment Trust; PIB - FY2026-27 Highway Monetisation Pipeline)

Logistics & Allied Highway Infrastructure

Indias highway development strategy is increasingly extending beyond road construction to the creation of an integrated logistics and mobility ecosystem. Multimodal Logistics Parks (MMLPs), Wayside Amenities (WSAs) and other allied infrastructure are being developed to improve freight efficiency, enhance the highway user experience and create new opportunities for private participation.

Five MMLPs at Jogighopa, Chennai, Indore, Bengaluru and Jalna have been awarded, while bids have been invited for MMLPs at Anantapur, Pune and Nashik. Feasibility studies are also underway for proposed parks at Patna, Jammu, Coimbatore and Hyderabad. Once operational, these facilities are expected to reduce logistics costs and carbon emissions while strengthening multimodal freight movement across the country.

Transforming the Highway User Experience: The government is also expanding the network of state-of-the-art Wayside Amenities along national highways, with facilities planned at intervals of approximately 40-60 km on a PPP basis. Of the 700-plus WSA sites planned, 510 had been awarded and 110 were operational as of November 2025. These facilities are designed to offer fuel stations, EV charging, restaurants and food courts, clean toilets, drinking water, medical and childcare rooms, truck parking and dormitories, among other amenities. Dedicated spaces for local artisans and village markets are also expected to generate employment and provide communities along highway corridors with opportunities to showcase local products and handicrafts. All upcoming greenfield access-controlled highway projects are being provisioned with wayside amenities.

(Source: MoRTH Year End Review 2025)

Digital Highways

Indias National Highway ecosystem is increasingly moving towards technology-led, data-driven management, with digital systems being deployed to improve road maintenance, traffic management, tolling and user safety. During FY2025-26, the National Highways Authority of India (NHAI) expanded the use of advanced monitoring technologies to enable faster identification of road defects and improve the quality of highway operations.

Technology-led Highway Monitoring: NHAI is transitioning from reactive maintenance to predictive asset management. Network Survey Vehicles (NSVs) are being deployed across 20,933 km of National Highways in 23 states to collect data on road inventory and pavement conditions, including surface cracking, potholes and patches. The information is uploaded to NHAIs AI-based Data Lake, where it is analyzed to generate actionable insights and support timely corrective measures. Drone Analytics Monitoring Systems (DAMS) are also being used to create digital inventories of highway assets, monitor structures and identify encroachments. Data from NSVs, drones, dashcams and structural assessments is being integrated into a centralized asset intelligence ecosystem, creating a continuously updated view of highway asset health.

Smarter Traffic Management: AI-based Intelligent Traffic Management Systems are increasingly being used to provide real-time traffic and weather information to highway users. During the monsoon, NHAI leveraged these systems, along with the Rajmargyatra and IMD Meghdoot applications, to issue alerts and support faster emergency response. Drones were also deployed to identify road defects, monitor road slopes and detect pavement cracks, enabling authorities to respond proactively to potential safety risks.

Moving Towards Barrier-Free Tolling: India is also taking steps towards seamless, barrier-free toll collection. In August 2025, the countrys first Multi-Lane Free Flow (MLFF) tolling system was launched at the Choryasi Fee Plaza on NH-48 in Gujarat. The system uses cameras, Automatic Number Plate Recognition and RFID/FASTag technology to identify vehicles and collect tolls while they remain in motion. By eliminating the need for vehicles to stop at toll barriers, MLFF tolling has the potential to reduce congestion, save fuel and lower vehicular emissions.

Together, these initiatives reflect a wider shift in Indias highway sector-from building road infrastructure to intelligently managing road assets throughout their lifecycle. Greater use of AI, drones, digital asset monitoring and seamless tolling is expected to improve operational efficiency, strengthen road safety and enhance the overall experience of highway users.

(Sources: NHAI predictive asset management update; NHAI Network Survey Vehicles and AI-based Data Lake; PIB update on Indias digital and barrier-free highways.)

SECTOR OUTLOOK

Indias roads and highways sector continues to remain central to the countrys infrastructure-led growth strategy. With the worlds second-largest road network, spanning approximately 63.73 Lakh km, roads serve as a critical backbone for passenger mobility, freight movement and regional connectivity. The National Highway network has expanded by around 61% from 91,287 km in FY2013-14 to 1,46,572 km as of March 2026, reflecting the Governments sustained focus on strengthening transport infrastructure.

The emphasis is increasingly shifting from merely expanding the road network to creating high-capacity, integrated and technology-enabled corridors. The length of four-lane and above national highways has increased significantly, while 3,644 km of access-controlled high-speed corridors and expressways have been operationalised. Highway development is also becoming more closely aligned with multimodal logistics, port connectivity, industrial and economic centres, and urban decongestion. Multimodal Logistics Parks and wayside amenities are further widening the road infrastructure ecosystem and improving logistics efficiency and the highway user experience.

Private sector participation is expected to play a critical role in the next phase of highway development. A strong PPP project pipeline, renewed policy focus on BOT and HAM models, and established asset monetization mechanisms such as TOT and InvITs are creating opportunities for developers, operators and long-term investors. NHAIs continued monetization of operational highway assets is also enabling capital recycling into new infrastructure development.

Technology is emerging as another important growth driver. The increasing use of AI-based data analytics, Network Survey Vehicles, drones and digital asset monitoring is enabling a shift towards predictive highway maintenance and lifecycle asset management. The introduction of Multi-Lane Free Flow tolling also signals Indias gradual transition towards seamless, barrier-free highway operations.

Going forward, sustained public investment, an expanding PPP pipeline, greater private participation, asset monetisation and technology-led road management are expected to support the sectors growth. For experienced road infrastructure companies with capabilities across PPP projects, concession management, tolling, operations and asset lifecycle management, the evolving highway landscape is expected to create a wider spectrum of opportunities.

Government Initiatives

Some key government initiatives and policy measures supporting the development of Indias roads and highways sector include:

(Sources: PIB - Infrastructure Financing in India; MoRTH Year End Review 2025; PIB - Union Budget 2026-27 Infrastructure Push)

COMPANY OVERVIEW

Incorporated in 2006, Bharat Road Network Limited (BRNL) is a Build-Operate-Transfer (BOT) company in India that focuses on the development, implementation, operation, and maintenance of road and highway projects. The company has been involved in the development, operation, and maintenance of national and state highways across various states in India, including Uttar Pradesh, Kerala, Haryana, Madhya Pradesh, Maharashtra, and Odisha. The Company is currently operating and managing one highway asset in the state of Kerala.

The main business operations of your company can be divided into three categories, i.e.

(i) Project development and implementation.

(ii) Tolling Operations and Highway Management; and

(iii) Advisory Services and Project Management Services including Construction Supervision/Debt Syndication for your Companys projects.

Operational Projects

Guruvayoor Infrastructure Private Limited (GIPL) operates the Thrissur-Angamali-Edappally section of NH-544 in Kerala under the Build-Operate-Transfer (BOT) model. The project encompasses the design, construction, development, financing, operation and maintenance of the Thrissur-Angamali stretch from Km 270.000 to Km 316.700, along with the improvement, operation and maintenance of the Angamali-Edappally stretch from Km 316.700 to Km 342.000. The project covers a total length of 64.94 km, comprising approximately 40 km of construction section and 24.94 km of improvement section. The scheduled handing-over date of the project is June 21, 2028.

BUSINESS PERFORMANCE

Traffic & Revenue Performance

During FY 2025-26, the toll collection at the Paliyekkara Toll Plaza in Thrissur District-operated and managed by Guruvayoor Infrastructure Pvt. Ltd. (GIPL)-remained suspended for 72 days pursuant to the order dated 06.08.2025 and subsequent interim orders passed by the Honble Kerala High Court in a batch of writ petitions filed against the National Highways Authority of India (W.P.(C) Nos. 20253 of 2021, 27586 of 2022, 28609 of 2023, 18735 of 2025, and W.P.(PIL) No. 35 of 2025), in which GIPL was also made a respondent. The suspension was subsequently revoked vide order dated 17.10.2025, subject to the condition that the enhanced user fee shall not be collected without further directions from the Court.

During the year, your Company demonstrated its resilience by ensuring seamless operations and maintenance of its operational project in Kerala managed by its subsidiary, Guruvayoor Infrastructure Pvt Ltd (GIPL). Despite judicial interventions and external political factors beyond its reasonable control impacting its operations and revenue, GIPL maintained uninterrupted toll operations and delivered stable revenue performance. The key operational metrics of the project is given herein below:

The Company continues to pursue recovery of the financial impact arising from these judicial restrictions through appropriate legal and contractual remedies.

Operations & Maintenance

During the year, the Company maintained a cautious approach towards initiating the third cycle of Major Maintenance of Thrissur-Angamali road project. Guided by the principle of safeguarding shareholder interests, your Company upheld its legacy of maintaining the financial efficiency and cost optimization, while ensuring compliance with contractual obligations and maintaining project performance in line with the Concession Agreement and the Independent Engineers recommendations.

Considering the sharp escalation in bituminous material prices and supply chain disruptions linked to geopolitical developments in West Asia, Guruvayoor Infrastructure Pvt. Ltd. (GIPL) sought an extension of the overlay schedule from the Authority in accordance with MoRTH guidelines while continuing phased maintenance activities to ensure public safety and convenience.

Technology & Operational Improvements

With gaining prominence of IT systems and other internal processes in every aspect of business and operations, your Company is focused towards strengthening the IT system and capabilities to create an environment friendly sustainable business eco system.

As part of the digital drive, your Company has taken steps towards adopting the emerging technology interventions such as Automatic Number Plate Recognition (ANPR) to strengthen digital toll revenue collection system. Such measures would help in improving ETC transaction efficiency, reduce manual data entry errors, minimize congestion at toll lanes and enhance operational transparency and user experience.

Additionally, your Company focused towards strengthening technology capabilities and to align tolling operations with NHAIs digital initiatives, including the introduction of Annual Pass facilities and the promotion of UPI based transactions at toll plazas. These measures helped in significantly reducing cash collections, enhancing transparency, and improving user convenience, thereby supporting seamless travel and efficient revenue management.

Settlement of Claims and Disputes between OSEPL and NHAI

The project undertaken by OSEPL, was foreclosed and handed over to the National Highway Authority of India (NHAI) with effect from January 13, 2017, due to failure in providing encumbrance-free land, forest clearance etc., by NHAI.

This resolution bought a closure to the matter, with no further claims or proceedings with National Highways Authority of India.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Human Resources plays an important role in managing the Companys manpower requirements and administering HR policies and practices in line with business and statutory requirements.

The Human Resources function continued to focus on statutory compliance, and implementation of HR policies and practices aligned with organizational requirements. During the year, various employee engagement initiatives were undertaken, and employee benefits were provided in accordance with the Companys policies. As on March 31, 2026, the overall group headcount including the SPVs was 198, consisting of 36 on-roll employees and 162 off-roll employees.

RISK MANAGEMENT

The robust risk management framework adopted by your Company empowers it to navigate through the challenges and seize opportunities with confidence. This approach is built on a deep understanding of the diverse risks faced by the Company, backed by meticulously crafted risk policies and procedures that align with industry best practices. Your Company has developed robust systems and embraced strong practices to identify, measure, and mitigate risks effectively. By maintaining these risks within pre-defined appetite levels, the operations remain resilient and adaptive, supporting long-term objectives. This proactive stance enables to not only safeguard the assets but also to drive innovation and progress across all facets of the business.

Risks and Mitigation

Growth Risk

At BRNL, we recognize that managing growth effectively is crucial to realizing our strategic vision. Growth risk involves the potential challenges of executing business plans, particularly in managing both organic and inorganic growth avenues. This risk can impact our ability to successfully bid for new projects at attractive Internal Rates of Return (IRR) or acquire existing projects at favourable valuations. To mitigate growth risk, BRNL constantly reviews and analyzes market opportunities and trends, allowing us to selectively bid on new projects and make acquisitions that align with our clearly defined investment criteria. This proactive approach ensures we remain agile and well-positioned to capitalize on growth opportunities.

Business Risk

In the dynamic and competitive landscape of infrastructure, BRNL faces several business risks, including competition, capital intensiveness, input costs, and traffic growth for BOT projects. As the sector grows, more players qualify to bid for new projects, heightening competition. Additionally, the capital-intensive nature of our business necessitates the availability of sufficient funds, particularly for fund-based projects such as BOT-toll, HAM, and TOT models. The availability of quality resources is crucial for timely project completion, and unexpected input cost increases can directly impact margins. Furthermore, undue attrition could lead to project delays and a loss of competitive edge.

To address these risks, BRNL has implemented a comprehensive mitigation strategy. We adapt policies and procedures to sustain a resilient business model, striving to execute projects ahead of schedule and within budget. Our working capital cycle is highly optimized, and we enter contracts with EPC partners that include cost escalation provisions to protect our margins. BRNL is committed to building a team of highly motivated employees capable of achieving ambitious business goals with passion and commitment. Our workplace environment is cordial and employee-friendly, with remuneration that meets industry standards.

Regulatory Risk

BRNLs operations are significantly influenced by government policies and regulations, which can impact our business if adverse changes occur. To mitigate regulatory risk, we regularly review and monitor government policies and potential developments. By conducting impact assessments, we can plan and implement necessary actions in a timely manner, ensuring our business remains aligned with regulatory requirements and prepared for any changes.

The National Highways Authority of India (NHAI) has been introducing policy measures aimed at strengthening contractual discipline, improving dispute resolution and reducing prolonged arbitration exposure in future highway concession contracts. One such significant development is the introduction of limitations on arbitration-related claims and awards in upcoming tenders.

While such measures are intended to improve fiscal certainty and reduce litigation, they also alter the risk allocation framework between the Authority and private concessionaires. Consequently, prospective bidders, including your Company, are required to reassess commercial assumptions, pricing strategies and long-term project viability before participating in new tenders.

Through these robust risk management strategies, BRNL continues to navigate challenges effectively, ensuring sustainable growth and long-term success.

FUTURE BUSINESS PLANS & OUTLOOK

The Company has undertaken and continues to pursue various strategic initiatives aimed at strengthening its financial position and improving operational performance by leveraging technology to enhance toll operations, improve revenue collection efficiency and optimise operating costs.

Simultaneously, the Company is strengthening its claims and litigation management framework with a view to expediting the adjudication and realization of outstanding claims. It is actively exploring mediation, conciliation and other alternative dispute resolution mechanisms, wherever feasible, for the amicable settlement of longstanding disputes.

These initiatives, coupled with continued emphasis on cost optimisation and cash flow management, are expected to improve operational efficiencies, strengthen liquidity and enhance the Companys overall financial performance over the medium to long term.

INTERNAL CONTROL AND AUDIT

The Board of Directors of your Company places the utmost importance on establishing and continually enhancing the Internal Control Framework to address the complexities of the business environment and increasing regulatory oversight for sustainable growth. Your Company employs a calibrated and strategic framework built on the pillars of administrative and financial controls.

On the administrative side, your Company has implemented a robust reporting structure with several oversight committees and clearly defined roles and responsibilities at all levels to ensure effective checks and balances. These measures facilitate accountability and ensure that operational processes run smoothly and efficiently.

On the financial controls side, the management team leverages its in-depth knowledge of the business, organization, operations, and processes to establish appropriate controls. This includes the segregation of duties and a comprehensive reporting mechanism to prevent and detect lapses in financial reporting.

Your Companys Internal Financial Control (IFC) System is tailored to match the nature of its business and the complexity of its operations. This system is designed to provide reasonable assurance over critical business activities and operations, ensuring the orderly and efficient conduct of business, safeguarding critical procurements, preventing and detecting fraud and errors, and ensuring compliance with regulations. The IFC also ensures the timeliness and reliability of financial reporting. The Companys management is responsible for establishing and maintaining internal financial controls based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India". These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, 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 information, as required under the Act.

Your Companys IFC systems are regularly reviewed, and actions are taken to strengthen control and risk management procedures as and when needed to meet with the changing requirements. The Audit Committee of the Board evaluates and reviews the adequacy and effectiveness of these internal control systems and suggests improvements to strengthen them. Based on the Internal Auditors report and managements response, necessary corrective actions are undertaken to enhance controls.

Overall, the Board and the Audit Committee maintain a proactive approach in ensuring that the control and governance framework is regularly reviewed and that timely corrective actions are implemented to minimize the risk of disruption.

During the year under review, your Company continued with the services of M/s. KGRS & Co., a Chartered Accountant Firm (Firm Registration No. 310014E), as the internal auditor for the Financial Year ending March 31, 2026. The firm possesses the requisite academic and professional qualifications, work experience, skills, and other suitable capabilities to effectively audit and assess the companys internal controls.

SUBSIDIARY & ASSOCIATE COMPANIES

As on 31st March, 2026, your Company had 3 (three) Subsidiaries and 2 (two) Associate Companies.

There has been no change in the subsidiaries and Associates during the year under review.

Corporate Insolvency Resolution Process ("CIRP") has been initiated against Solapur Tollways Private Limited (STPL), a wholly owned subsidiary of your Company w.e.f. 20th December, 2024 under section 7 of Insolvency and Bankruptcy Code, 2016 before the Honble National Company Law Tribunal - Kolkata Bench.

Although STPL continues to remain a subsidiary under the provisions of the Companies Act, 2013, pursuant to initiation of CIRP and in terms of the Order of the Honble NCLT, Kolkata dated December 20, 2024, your Company has ceased to exercise control over STPL in compliance with IND-AS 110. Consequently, the Company has impaired the carrying value of its investments and receivables in STPL during the previous financial year.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES & ASSOCIATE COMPANIES

The Statement in Form AOC-1 containing the salient features of the Financial Statements of your Companys Subsidiaries and Associate Companies, pursuant to first proviso to Section 129(3) of the Companies Act, 2013 (Act), read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of this Annual Report. Further, in line with Section 129(3) of the Act read with the aforesaid Rules, the SEBI Listing Regulations, 2015 and in accordance with the Indian Accounting Standards specified under section 133 of the Act, Consolidated Financial Statements prepared by your Company includes financial information of its Subsidiary and Associate Companies.

Further, in accordance with Section 136 of the Act, the Audited Financial Statements of each of the Subsidiary, included in the Consolidated Financial Statements prepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules, 2014, is available on the website of your Company, www.brnl.in.

Members interested in obtaining a copy of the Annual Accounts of the Subsidiaries may write to the Company Secretary at your Companys Registered Office. The said Report is not reproduced here for the sake of brevity.

Cautionary Statement

Statement in the Management Discussion and analysis describing the Companys objectives exceptions or predications may be forward looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Several factors could make significant difference to the Companys operation. These include climatic conditions and economic conditions affecting demand and supply, government regulations and taxation, natural calamities etc. over which the Company does not have any control.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

There has been no material change and commitment affecting the financial position of your Company, which occurred from the end of the Financial Year ended on March 31, 2026 and the date of this Report.

CAPITAL STRUCTURE

At present, the Authorized Capital of the Company is Rs. 100 Crore (Rupees One Hundred Crore) divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 10 (Rupees Ten) each.

The Paid-up Share Capital of your Company is Rs. 83.95 Crore (Rupees Eighty Three Crore and Ninety Five Lakhs) divided into 8,39,50,000 (Eight Crore, Thirty- Nine Lakhs, Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

There has been no change in the capital structure of your Company during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Status of Directorship and change in composition of the Board during the year under review

As on 31st March, 2026, your Company had 6 (six) Directors comprising 1 (one) Non -Executive Director and 5 (five) Independent Directors. Your Company had 1 (one) woman director on the Board.

As on the date of this Report, your Company has 4 (four) Directors, all being Independent Directors. Your Company has 1 (one) woman director on the Board.

Mr. Rakesh Kumar Gupta (DIN: 06806891) Non-Executive Independent Director of the Company resigned from the Board of Directors of the Company w.e.f. 7th April, 2025 on account of personal reasons. He also stepped down as a member of the Audit Committee, Stakeholders Relationship Committee and Committee of Directors of the Company with effect from the same date. The Board places on record its sincere appreciation for the invaluable guidance and support extended by Mr. Rakesh Kumar Gupta during his tenure as an Independent Director and as a member of various Committees of the Company.

Dr. (Ms.) Tuk Tuk Ghosh Kumar (DIN: 06547361) Non-Executive Independent Director of the Company resigned from the Board of Directors of the Company w.e.f. 10th April, 2025 on account of pressing personal reasons. She also stepped down as a member of the Audit Committee and Nomination and Remuneration Committee and as Chairperson of the Stakeholders Relationship Committee of the Company with effect from the same date. The Board expresses its heartfelt gratitude to Dr. (Ms.) Tuk Tuk Ghosh Kumar for her insightful contributions and active participation in the deliberations of the Board and its Committees during her association with the Company.

Mr. Brahm Dutt (DIN-05308908) ceased to remain Independent Director and Chairman of the Company w.e.f. the close of business hours on 13th May 2025, consequent to completion of his second five year term as an Independent Director in the Company. He has also stepped down as a member of the Audit Committee and Nomination and Remuneration Committee with effect from the same date. The Board conveys its deep appreciation to Mr. Brahm Dutt for his distinguished leadership and strategic guidance as the Chairman and Independent Director of the Company and acknowledges the significant value he brought to the Board and its Committees.

Taking into consideration his seniority, rich experience, and invaluable guidance over the years, the Board has appointed Prof. Santanu Ray (DIN: 00642736) as the Chairman of the Board of Directors with effect from the close of business hours on 13th May, 2025. Prof. Ray ceased to remain Chairman of the Board and Independent Director of your Company pursuant to his sad and untimely demise on 18th April, 2026.

Prof. Rays guidance, wisdom and balanced approach in deliberations had immensely benefited the Board and its Committees over the years. His invaluable contribution strengthened corporate governance practices, mentored the management and steered the Company through challenging times with clarity and integrity. Prof. Ray commanded immense respect across the organisation for his humility, academic brilliance and statesmanship. His absence would be deeply felt by the Board, Management and all stakeholders of the Company.

Mr. Bajrang Kumar Choudhary stepped down from the position of Managing Director with effect from the close of business hours on 16th September 2025, citing personal reasons. He continued to serve the Board as a Non Executive Director from 17th September 2025 until the close of business hours on 5th August 2026.

Throughout his long association with the Company, Mr. Choudhary played a pivotal role in shaping its vision and guiding it through challenging times with resilience and commitment. Under his leadership, the Company emerged as one of the very few enterprises in the highway concession sector to be listed on the stock exchanges. He led significant portfolio realignment initiatives to safeguard and protect shareholder interests. His invaluable contributions, which have laid strong foundations for the Companys growth, will remain a lasting legacy for the years to come.

Your Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations, 2015 and that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence. All requisite declarations have been duly placed before the Board.

In the opinion of the Board, the Independent Directors fulfill the conditions as specified under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management. Most of the Independent Directors are exempted from appearing the online proficiency self-assessment test conducted by the institute notified under section 150(1) of the Companies Act, 2013.

In the opinion of the Board, the independent director(s) appointed possess integrity, expertise and experience (including the proficiency) and they have cleared the online proficiency self-assessment test conducted by the institute notified under section 150(1) of the Companies Act, 2013, within the stipulated timelines, wherever applicable.

In terms of SEBI Listing Regulations, 2015, your Company has identified core skills/expertise/competencies as is required in the context of the Companys business(es) and sector(s) for it to function effectively. Details of such skills/expertise/competencies identified along with the names of directors who have such skills / expertise / competence are furnished in the Corporate Governance Report and forms part of this Annual Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with your Company, other than sitting fees for the purpose of attending meetings of the Board/Committee of the Company and reimbursement of expenses, if any, subject to any waiver made by them.

Key Managerial Personnel

As per the provisions of Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the following Executives of your Company are the Key Managerial Personnel as on 31st March, 2026 -

Mr. Vinay Agrawal was appointed as Senior Vice President -Investments (designated by the board as the Key Managerial Personnel within the meaning of Section 2(51) and 203 of the Companies Act, 2013) w.e.f 17th February, 2025. He tendered his resignation from the said post w.e.f. 19th July, 2025.

Mr. Bajrang Kumar Choudhary stepped down from the position of Managing Director of the Company w.e.f. closure of business hours on 16th September, 2025 due to personal reasons.

Mr. Anirup Sen was appointed as the Chief Executive Officer of the Company w.e.f. 17th September, 2025.

MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other Business. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are noted at the subsequent Board Meeting.

8 (Eight) Meetings of the Board of Directors of the Company were held during the Financial Year 2025-26 on 13th May, 2025, 12th August, 2025, 17th September, 2025, 22nd September, 2025, 11th November, 2025, 18th December, 2025, 25th December, 2025 and 13th February, 2026.

The maximum time gap between any two consecutive meetings did not exceed 120 (One Hundred Twenty) days.

The details of the board meetings, the attendance of the Directors thereof and other particulars are provided in the Corporate Governance Report forming part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee of your Company has been constituted in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, 2015.

The Audit Committee of your Company comprised of the following Members as on 1st April, 2025 -

Mr. Rakesh Kumar Gupta (DIN: 06806891) Non-Executive Independent Director of the Company stepped down as a member of the Audit Committee of the Company with effect from 7th April, 2025 pursuant to his resignation as an Independent Director of the Company from the same date.

Dr. (Ms.) Tuk Tuk Ghosh Kumar (DIN: 06547361) Non-Executive Independent Director of the Company stepped down as a member of the Audit Committee of the Company with effect from 10th April, 2025 pursuant to her resignation as an Independent Director of the Company from the same date.

Mr. Jaydeep Chakraborty (DIN: 00907786) was inducted as a Member of the Audit Committee w.e.f. 3rd May, 2025.

Mr. Brahm Dutt (DIN-05308908) Non-Executive Independent Director of the Company stepped down as a member of the Audit Committee of the Company with effect from 13th May, 2025 consequent to completion of his second five-year term as an Independent Director in the Company.

The Board of Directors at its meeting held on 12th August, 2025 reconstituted the Audit Committee by inducting Dr. (Ms.) Manta Dey as a Member of the Committee.

The Audit Committee of your Company comprised of the following members as on 31st March, 2026:

Prof. Santanu Ray ceased to remain Chairman of the Board and Independent Director of the Company w.e.f. 18th April, 2026, consequent to his untimely demise, and he also ceased to hold the position of Chairman of the Audit Committee, effective the date of his demise.

The Company, at present does not have a permanent Chairperson of the Committee. Accordingly, at each meeting of the Audit Committee, the members present elect one amongst themselve to preside over the meeting as Chairperson.

The Audit Committee of your Company currently comprises of the following members as on the date of the report:

Miss Ankita Rathi, Company Secretary acts as the Secretary to the Committee.

The Chief Financial Officer, representatives of Internal Auditors and Statutory Auditors of the Company are invited to attend the Meetings of the Committee as invitees. The Committee also invites senior executives at its Meetings, as and when it considers appropriate.

The scope and functions of the Audit Committee is in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015. The brief Terms of Reference of the Audit Committee has been provided in the Corporate Governance Report, forming part of this Annual Report.

During the Financial Year 2025-26, 6 (six) Meetings of the Audit Committee were held. Moreover, the requisite quorum was present in all the Meetings of the Audit Committee held during the year.

The details of the attendance of the Members thereof and other particulars are provided in the Corporate Governance Report forming part of this Annual Report.

During the year under review, there were no instances wherein the Board had not accepted any recommendation from the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, 2015.

The Nomination and Remuneration Committee of your Company comprised of the following Members as on 1st April, 2025 -

Dr. (Ms.) Tuk Tuk Ghosh Kumar (DIN: 06547361) Non-Executive Independent Director of the Company stepped down as a member of the Nomination and Remuneration Committee of the Company with effect from 10th April, 2025 pursuant to her resignation as an Independent Director of the Company from the same date.

Mr. Rajesh Lihala (DIN: 00282891) was inducted as a Member of the Nomination and Remuneration Committee w.e.f. 3rd May, 2025.

Mr. Brahm Dutt (DIN-05308908) Non-Executive Independent Director of the Company stepped down as a member of the Nomination and Remuneration Committee of the Company with effect from 13th May, 2025 consequent to completion of his second five-year term as an Independent Director in the Company.

Prof. Santanu Ray stepped down as a Chairman of the Nomination and Remuneration Committee w.e.f. 13th May, 2025 in order to be appointed as Chairman of the Board of Directors of your Company. He, however, continued as a Member of the said Committee.

Mr. Rajesh Lihala was appointed as Chairman of the Nomination and Remuneration Committee w.e.f. 12th August, 2025.

The Nomination and Remuneration Committee of your Company comprised of the following Members as on 31st March, 2026:

Prof. Santanu Ray ceased to remain Chairman of the Board and Independent Director of the Company w.e.f. 18th April, 2026, consequent to his untimely demise, and he also ceased to remain member of the Nomination and Remuneration Committee, effective the date of his demise.

Following the untimely demise of Prof Santanu Ray, the Nomination and Remuneration Committee was reconstituted on 30th April, 2026 and Mr. Bajrang Kumar Choudhary was induced as a Member of the said Committee.

Mr. Bajrang Kumar Choudhary stepped down as a Member of the Nomination and Remuneration Committee w.e.f. 5th August, 2026. Thereafter, on 11th August, 2026, the Committee was re-constituted and Dr. (Ms.) Manta Dey was inducted as the Chairperson of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee of your Company currently comprises of the following members as on the date of this Report -

Miss. Ankita Rathi, Company Secretary acts as the Secretary to the Committee.

The scope and function of Nomination and Remuneration Committee is in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015. The brief Terms of Reference of the Committee has been provided in the Corporate Governance Report, forming part of this Annual Report.

During the Financial Year 2025-26, 2 (two) meetings of the Nomination and Remuneration Committee were held. Moreover, the requisite quorum was present at all the meetings of Nomination and Remuneration Committee held during the year.

The details of the attendance of the Members thereof and other particulars are provided in the Corporate Governance Report forming part of this Annual Report.

The Committee has formulated the Nomination and Remuneration Policy (BRNL Nomination and Remuneration Policy) which broadly lays down the various principles of remuneration viz. support for strategic objectives, transparency, internal & external equity, flexibility, performance-driven remuneration, affordability and sustainability and covers the procedure for selection, appointment and compensation structure of Board Members, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) of your Company.

The BRNL Nomination and Remuneration Policy has been hosted on the website of the Company, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report.

During the year under review, no changes were made in the Nomination and Remuneration Policy of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has also framed a CSR Policy, in line with the provisions of Section 135 of the Companies Act, 2013, and the same has been hosted on the website of the Company, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report. Your Company strives to contribute towards CSR as per the line items included in Schedule VII to the Companies Act, 2013.

Two per cent. of the average net profits of your company made during the three immediately preceding financial years is negative, and therefore, your Company is not required to make any mandatory contribution towards CSR for the Financial Year 2025-26.

As prescribed under Section 135 of the Companies Act, 2013, read with relevant rules, an Annual Report on CSR Activities has been set out as an Annexure to this Directors Report.

At the meeting of the Board of Directors held on 12th August, 2023, the Corporate Social Responsibility Committee was dissolved w.e.f. 12th August, 2023 in line with the provisions of Section 135(9) of the Companies Act, 2013 and the functions of such Committee is being discharged by the Board of Directors of Your Company.

PERFORMANCE EVALUATION

The Nomination and Remuneration Committee (NRC) of your Company has formulated and laid down criteria for Performance Evaluation of the Board (including Committees) and Individual Directors (including Chairman, Managing Director and Independent Directors) covering, inter alia, the following parameters:

(i) Board Evaluation - degree of fulfillment of key responsibilities; Board culture and dynamics, amongst others;

(ii) Board Committee Evaluation - effectiveness of meetings; Committee dynamics, amongst others;

(iii) Individual Director Evaluation (including Chairman and Independent Directors) - Attendance, Contribution at Board Meetings, Guidance/support to management outside Board / Committee meetings, fulfilment of criteria of independence for independent Directors; etc., amongst others.

The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013, SEBI Listing Regulations, 2015 and in accordance with the Guidance Note on Board Evaluation issued by SEBI in January, 2017.

During the year under review, Annual Performance Evaluation was carried out by the Board of its own performance as well as evaluation of the working of various Board Committees, viz., Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee and Individual Directors. This evaluation was led by the Chairman of the Board with specific focus on performance and effective functioning of the Board, its Committees and individual Directors. The Board evaluation was conducted through structured questionnaire designed with qualitative parameters and feedback based on ratings and was conducted after seeking inputs from all the directors.

Based on the above parameters, the performance of the Board and that of most of the Individual Directors (including Independent Directors) was evaluated and found to be effective. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. It was unanimously agreed that Independent Directors actively engaged in the boards deliberations and provided an independent perspective to drive strategic decision-making and objective judgement. Their performance was rated as effective.

It was evaluated and found that the performance of Board Committees is effective, based on the ratings assigned and they are adequately composed (in terms of size, skill, expertise, experience, etc.) to carry out the responsibilities and addressing the objectives for which it has been set up by the Board. Also, there is clarity between the Board, Management and Committee w.r.t. the role played by the committee.

During the year under review, in a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and Non-Executive directors. It was held unanimously that the Non-Independent Director, viz Managing Director brings to the Board, abundant knowledge in his field and is an expert in his area. Besides, he is insightful, convincing, astute, with a keen sense of observation, mature and has a deep knowledge of your Company. The Managing Directors performance was rated as effective.

The Board, as a whole, is an integrated, balanced and cohesive unit, where diverse views are expressed and discussed when required, with each Director bringing professional domain knowledge to the table. All Directors are participative, interactive and communicative. The Boards performance was rated as effective.

The Chairman of the Board had abundant knowledge, experience, skills and understanding of the Boards functioning, possesses a mind for detail, is meticulous to the core and conducts the Meetings with poise and maturity. The Chairmans performance was rated as effective.

The information flow between your Companys Management and the Board is satisfactory.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company is engaged in Infrastructure Sector, as stated in the Schedule VI to the Companies Act, 2013. By virtue of the provisions of Section 186(11), the provisions of Section 186, read with the Companies (Meeting of the Board and its Powers) Rules, 2014, as amended from time to time, relating to loan made, guarantee given or security provided, do not apply to your Company.

Particulars of loans, guarantees or investments given/made under section 186 forms part of the financial statements, forming part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Transactions Policy has been devised by your Company for, inter alia determining the materiality of transactions with related parties and dealings with them in line with the requirements of the SEBI Listing Regulations, 2015 and it intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The said Policy is available on your Companys website, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015. As a matter of abundant caution, all Related Party Transactions as per SEBI Listing Regulations, 2015 and as per Companies Act, 2013 are placed before the Members for their approval. Such Related Party Transactions which are placed before the Members for their approval are also reviewed and recommended by the Audit Committee and Board Directors to the Members.

Necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the SEBI Master Circular dated 30th January 2026 for compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, your Company had entered into Material Related Party Transactions at an Arms Length Basis and in the Ordinary Course of Business, details of which, as required to be provided under section 134(3)(h) of the Companies Act, 2013, are disclosed in Form AOC-2 and forms part of this Annual Report.

Further, there are no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel, or other Designated Persons, during the year under review, which may have a potential conflict with the interest of the Company at large. Members may refer to the Notes to the Financial Statements for details of Related Party Transactions.

Your Company intends to enter into Related Party Transactions for which, the Board of Directors recommend to the Shareholders of your Company to accord prior approval to the Related Party Transactions proposed to be entered into by the Company, in one or more tranches, during the period 1st October, 2026 to 30th September, 2027 (including subsequent material modification(s), if any to be made in the proposed RPTs), which may be / may not be material in terms of the said Regulations, at the ensuing Annual General Meeting of the Company.

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

Your Company has formulated a Policy for determining Material Subsidiaries in accordance with the applicable laws. The said Policy is available on your Companys website, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report.

As on March 31, 2026, Guruvayoor Infrastructure Private Limited (GIPL) is the Material Unlisted Subsidiary of your Company, as per Regulation 16(1)(c) of the SEBI Listing Regulations, 2015.

Corporate Insolvency Resolution Process ("CIRP") has been initiated against Solapur Tollways Private Limited (STPL), material unlisted subsidiary of your Company w.e.f. 20th December, 2024 under section 7 of Insolvency and Bankruptcy Code, 2016 before the Honble National Company Law Tribunal - Kolkata Bench.

Although STPL continues to remain a subsidiary under the provisions of the Companies Act, 2013, pursuant to initiation of CIRP and in terms of the Order of the Honble NCLT, Kolkata dated December 20, 2024, your Company has ceased to exercise control over STPL in compliance with IND-AS 110.

POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

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. Your Company in its endeavour to provide a safe and healthy work environment for all its employees has developed a policy to ensure zero tolerance towards verbal, physical, psychological conduct of a sexual nature by any employee or stakeholder that directly or indirectly harasses, disrupts or interferes with anothers work performance or creates an intimidating, offensive or hostile environment such that each employee can realize his/her maximum potential.

Your Company has put in place a Policy on Prevention of Sexual Harassment as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The Policy is meant to sensitize the employees about their fundamental right to have a safe and healthy environment at workplace. As per the Policy, any employee may report his/ her complaint to the Internal Complaint Committee constituted for this purpose. The said Policy is available on your Companys website, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report.

During the year under review, no cases of Sexual Harassment of Women were reported.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

Your Company has formulated a Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013, and Regulation 22 of SEBI (LODR) Regulations, 2015 in order to encourage Directors and employees of your Company to escalate to the level of the Audit Committee, any issue of concerns impacting and compromising with the interest of your Company and its stakeholders in any way. Your Company is committed to adhere to highest standards of ethical, moral and legal business conduct and to open communication, and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith.

The Company has also designated whistleblower@brnl.in, an e-mail ID for providing access to the employees of the Company to disclose any unethical and improper practice taking place in the Company for appropriate action and reporting. The said Policy is available on your Companys website, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report.

No complaints were reported under the Whistle blower Policy during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the Financial Year 2025-26, no significant and material orders have been passed by Regulators or Courts or Tribunals, impacting your Companys going concern status and operations in future.

AUDITORS

Based on the recommendations of the Audit Committee and the Board of Directors, Messers S.S. Kothari Mehta & Co. LLP, Chartered Accountants, were re-appointed as the Statutory Auditors of the Company for a second and final term of five consecutive years, to hold office from the conclusion of 15th AGM till the conclusion of the 20th AGM of the Company.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud, during the year under review, to the Audit Committee of your Company.

AUDIT QUALIFICATIONS

M/s. SS Kothari Mehta & Co. LLP, Chartered Accountants and the Statutory Auditors of the Company have given qualified opinion on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended on 31st March, 2026.

The qualification contained in the respective Independent Auditors Report is reproduced below, as reported by the Statutory Auditors:

Basis for Qualified Opinion for Standalone Financial Statements

Basis for Qualified Opinion for Consolidated Financial Statements

i. We refer note 5 of the Statement, where the Holding Company has not recognized interest on the financial assistance availed from July 01, 2024 onwards which Is not in compliance of Ind AS 1 Presentation of Financial Statements read with Ind AS 109 Financial Instruments. Due to this, loss before tax of the Group for the quarter ended March 31, 2026 has been understated by

The Boards Comment on the qualified opinion given by the Statutory Auditors of the Company on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended on 31st March, 2026 has been suitably covered under notes to Accounts forming part of the Annual Report viz. note no. 15A of the Standalone Financial Statements and note no. 19(a)(IV), 34.7 and 37.6 of the Consolidated Financial Statements. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

Further, the Auditors have also provided for "Emphasis of Matter" and "Key Audit Matters" (KAM) in the Auditors Report, which are self- explanatory.

SECRETARIAL AUDIT

The Board of Directors of your Company approved and recommended to the Shareholders for their approval, the appointment of M/s. MR & Associates, a peer reviewed firm of Company Secretaries in whole time practice, as the Secretarial Auditor of the Company for a term of 5 consecutive years commencing from Financial Year 2025-26 to Financial Year 2029-30 in terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the Shareholders of the Company at the 18th Annual General Meeting held on 26th September 2025, basis the recommendation of the Board of Directors, approved the aforementioned appointment of M/s. MR & Associates as the Secretarial Auditor of the Company.

The Secretarial Audit Report for the Financial Year ended March 31, 2026 contains qualification as below and the said report has been set out as an Annexure to this Directors Report -

i. The Company did not submit the XBRL filings relating to Trading Window Closure for the quarters ended September 30, 2025 and December 31, 2025 respectively to the Stock Exchanges within 24 hours of submission of the PDF filings, as per BSE

Notice No. 20231208-34 dated December 08, 2023 and NSE Master Circular for listed entities Ref. No. NSE/CML/2023/50 dated June 30, 2023.

Boards comment on the qualification given by the Secretarial Auditors of the Company is as hereunder - The Board deeply regrets the oversight in complying with the requirements stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. An accidental delay in adherence to these regulations occurred, purely due to inadvertence, and was in no way intentional or reflective of any deviation from our commitment to regulatory compliance. We would like to reaffirm that the Company is dedicated to upholding the highest standards of corporate governance and compliance with SEBIs regulatory framework. Corrective actions were initiated and completed to prevent any recurrence of such an oversight in the future.

ii) One of the Shareholders of the Company Vistar Financiers Pvt.

Ltd. held 7.25% shareholding as on March 2025, which decreased to 2.60% in June 2025, representing a change exceeding 2%. No disclosure has been made to the stock exchanges in this regard in accordance with Regulation 29 of the SEBI (SAST) Regulations, 2011 by Vistar Financiers Pvt Ltd.

Boards comment on the qualification given by the Secretarial Auditors of the Company is as hereunder - The Company has not received any disclosure/intimation from the said shareholder under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in respect of the change in its shareholding from 7.25% to 2.60%.

iii) Mr. Santanu Ray, being the Chairperson of the Company, did not sign the financial results of the Company for the quarter and half year ended 30th September, 2025 and Quarter and Nine Months ended 31st December, 2025 respectively. The said financial results were signed by Mr. Bajrang Kumar Choudhary, a Non-Executive Non-Independent Director, which is not in line with the requirements under Regulation 33(2)(b) of the SEBI

(LODR) Regulations, 2015. In this regard, clarification was sought by BSE vide its email dated 13.11.2025 and 25.02.2026 and NSE vide email dated 11.03.2026.

Boards comment on the qualification given by the Secretarial Auditors of the Company is as hereunder - The Board had duly authorized Mr. Bajrang Kumar Choudhary for signing the unaudited Financial Results for quarter and Half Year ended 30th September, 2025 and for unaudited Financial Results for quarter and Nine Months ended 31st December, 2025.

COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable for the business activities carried out by the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website https://brnl.in/wp-content/uploads/2026/09/Annual-Return.pdf

BRNL WEBSITE

The website of your company, www.brnl.in, is continually updated with the latest information and developments to ensure effective communication with all our stakeholders. It has been specifically designed and updated with information to offer an enhanced user experience, with improved data accessibility and a visually appealing interface. The website is built on the responsive WordPress platform, to ensure a consistent display across all devices, including mobile phones, tablets, and desktops, as well as compatibility with all operating systems. The design and data presentations adheres to SEBIs Listing Obligations and Disclosure Requirements (LODR), ensuring that all necessary information is published, organized, and displayed in compliance with statutory laws.

The site features a comprehensive database of information relevant to investors, such as your companys financial results, declared dividends, shareholding patterns, and any price-sensitive information disclosed to regulatory authorities. It also includes investor presentations, corporate profiles, business activities, project details, and the services offered by your company.

PARTICULARS OF EMPLOYEES

The prescribed particulars of remuneration of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been set out as an Annexure to this Directors Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has no specific activity relating to Conservation of Energy and Technology Absorption, as stipulated in Rule 8(3) of the Companies (Accounts) Rules, 2014. However, your Company uses information technology extensively in its operations and also continues its endeavour to improve energy conservation and utilization, safety and environment in operation of its Subsidiary and Associate Companies.

Your Companys operations are local and it has not earned and spent any foreign exchange during the year under review (Previous Year - Nil).

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3) and 134(5) of the Companies Act, 2013 (Act), read with relevant Rules made thereunder, the Directors hereby confirm that:

(i) in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the Financial Year and of the profit of your Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2026 on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively; and

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

Further, your Directors confirm that your Company has adequate internal systems and controls in place to ensure compliance of laws applicable to your Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on the Board/ Committee Meetings and General Meetings during the year under review.

CORPORATE GOVERNANCE

Your Company strives to achieve highest standards of Corporate Governance and to take necessary steps at appropriate times for enhancing and meeting stakeholders expectations while complying with the mandatory provisions of Corporate Governance.

As required under Regulation 34(3) of the SEBI Listing Regulations, 2015, read with Schedule V thereto, a separate section on Corporate Governance and a Certificate from M/s. MR & Associates, Kolkata -Practicing Company Secretaries, confirming compliance with the requirements of Corporate Governance, forms part of this Annual Report.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application was made against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

At the beginning of the financial year, there were 3 matters pending against the Company under the Insolvency and Bankruptcy Code, 2016. Their status as at the end of the financial year is as hereunder-

APPLICATION FILED BY IL&FS FINANCIAL SERVICES LIMITED AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

IL&FS Financial Services Limited (IFIN), which had extended a Term Loan facility amounting to Rs. 70 Crores to your Company had filed an application u/s 7 of the Insolvency and Bankruptcy Code, 2016 against your Company before the Honble National Company Law Tribunal (NCLT), Kolkata claiming its overdues.

The above matter remains subjudice before Honble NCLT, Kolkata.

APPLICATIONS FILED BY ADMINISTRATOR OF SREI EQUIPMENT FINANCE LIMITED UNDER SECTION 60(5) AND 66 OF THE INSOLVENCY AND BANKRUPTCY CODE, 2016

i. Your Company had received a Notice of Motion by Administrator of Srei Equipment Finance Limited preferred before the Honble National Company Law Tribunal, Kolkata Bench (NCLT) in the matter of Reserve Bank of India vs. Srei Equipment Finance Limited wherein the Company and its subsidiaries inter alia have been made a party amongst multiple respondents and the respondents have been alleged of fraudulent loan transactions as per section 60(5) and 66 of the Insolvency and Bankruptcy Code, 2016, based on a Transaction Audit Report relied upon by Srei Equipment Finance Limited.

ii. Your Company had received an application filed by the Administrator of Srei Equipment Finance Limited ("Applicant") under section 60(5) and 66 of the Insolvency and Bankruptcy Code, 2016, before the Honble National Company Law Tribunal, Kolkata Bench (NCLT) in the matter of Reserve Bank of India vs.

Srei Equipment Finance Limited wherein Your Company inter alia has been made a party amongst multiple respondents and it has been alleged that your Company along with some more respondents, have indulged in round tripping of funds.

In the opinion of the Board, the findings and allegations in the Report submitted are not based on proper appreciation of facts and that the said report is unilateral without affording any opportunity to the Company for discussion.

Necessary affidavits have been filed in both the matters which is yet to be heard by Honble NCLT.

The matter is currently sub judice.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions w.r.t these items during the year under review:

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the excellent support and co-operation received from Financial

Institutions, Bankers, National Highway Authority of India (NHAI), Ministry of Corporate Affairs (MCA), Registrar of Companies (ROC), EPC Partners and SPV Partners and other stakeholders during the year under review. Your Directors also place on record their deep appreciation for the valuable contribution made by the Companys employees and look forward to their continued cooperation in realization of motto of the Company, "Behtar Raste, Badhta Bharat".