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Directors Report of Brigade Enterprises Ltd.

Mar 31, 2023

Your Directors have the pleasure in presenting the Twenty Eighth Board’s Report of the Company (“the Company” or “Brigade”) together with the Audited Financial Statements (Consolidated and Standalone) for the year ended March 31, 2023.

FINANCIAL HIGHLIGHTS:

Particulars

Total Income

Standalone

(f in Lakhs) Consolidated

2022-23

2021-22

2,30,420

2022-23

2021-22

3,06,551

2,42,454

3,56,321

Operating Expenditure

1,74,469

1,64,413

2,58,560

2,23,245

Earnings before Interest, Depreciation & Amortization

67,985

66,007

97,761

83,306

Depreciation & Amortization

7,952

8,439

31,458

35,054

Finance Costs

13,439

14,271

43,415

44,360

Profit/(Loss) before share of profit of Associate and Exceptional Items

46,594

43,297

22,888

3,892

Share of profit of Associate (net of tax)

-

-

410

270

Profit/(Loss) before exceptional items and tax

46,594

43,297

23,298

4,162

Exceptional Income /(Expense)

3,590

-

4,501

(5,666)

Profit/ (loss) before tax and after exceptional items

50,184

43,297

27,799

(1,504)

Tax expense

-Current tax

10,381

7,435

15,033

9,881

-Deferred tax (credit)

1,305

4,976

(9,451)

(4,909)

Total tax expense/(credit)

11,686

12,411

5,582

4,972

Profit/ (loss) for the year

38,498

30,886

22,217

(6,476)

Other comprehensive income (net of tax)

13

50

(16)

165

Total comprehensive income/(loss) for the year

38,511

30,936

22,201

(6,311)

Total comprehensive income/(loss) attributable to:

Equity holders of the parent

-

-

29,125

8,442

Non-Controlling interests

-

-

(6,924)

(14,753)

Details of Appropriations:

Particulars

Surplus in the retained earnings as per last financial statements

Standalone

(f in Lakhs) Consolidated

2022-23

2021-22

1,24,884

2022-23

2021-22

71,069

1,53,065

76,712

Total Comprehensive income for the year (net of Non-controlling interest)

38,511

30,936

29,183

8,401

Cash dividends declared and paid

(3,456)

(2,755)

(3,456)

(2,755)

Other adjustments (Net)

-

-

(9)

(3)

Net Surplus in the statement of profit and loss carried forward

1,88,120

1,53,065

1,02,430

76,712

FINANCIAL OVERVIEW:

During the financial year 2022-23, the Company has on a standalone basis, clocked a total revenue of ?2,42,454 Lakhs as compared to ?2,30,420 Lakhs for the previous year ended March 31, 2022, an increase of 5.22% on a year-on-year basis. Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) has increased from ?66,007 Lakhs to ?67,985 Lakhs, an increase of 3%. Total Comprehensive income was at ?38,511 Lakhs for the financial year ended March 31, 2023 as compared to ?30,936 Lakhs for the previous year, an increase by 24.48%.

The consolidated revenue for the Company for the financial year 2022-23 was ?3,56,321 Lakhs as compared to ?3,06,551 Lakhs in the previous year, an increase of 16.24% on year

on-year basis. Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) increased to ?97,761 Lakhs as compared to ?83,306 Lakhs for the previous year ended March 31, 2022, increase of 17.35% on a year-on-year basis. Total Comprehensive income was at ?22,201 Lakhs for the financial year ended March 31, 2023 as compared to Loss of ?6,311 Lakhs for the previous year.

SUBSIDIARIES/ JOINT VENTURES AND ASSOCIATES:

The Company has 19 direct subsidiaries, 3 step down subsidiaries and 2 limited liability partnerships as at March 31, 2023.

During the year under review:

a) BCV Real Estates Private Limited was incorporated as a wholly owned subsidiary of BCV Developers Private Limited, subsidiary of the Company on May 4, 2022 with the main objects in the field of real estate development business.

b) Tandem Allied Services Private Limited, an associate company has become a step down subsidiary with effect from June 30, 2022 pursuant to acquisition of equity shares to the extent of 63% from the existing shareholders by WTC Trades & Projects Private Limited, a wholly owned subsidiary of Brigade Enterprises Limited.

c) Tetrarch Real Estates Private Limited has become a wholly owned subsidiary of the Company with effect from January 13, 2023 pursuant to acquisition of 100% stake in the equity shares from the existing shareholders.

d) Mysore Projects Private Limited, a wholly owned subsidiary of the Company has ceased to be Designated Partner of Prestige OMR Ventures LLP with effect from September 30, 2022. Due to this Prestige OMR Ventures LLP ceased to be an Associate of Brigade Enterprises Limited with effect from September 30, 2022.

e) Zoiros Projects Private Limited, a wholly owned subsidiary of the Company is in the process of setting up an Alternative Investment Fund (‘AIF’).

MATERIAL SUBSIDIARIES:

The Company does not have any material subsidiary as per the thresholds laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) as at March 31, 2023.

The Board of Directors of the Company has adopted a Policy for determining material subsidiaries in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available at Company’s website at: https://cdn.briqadeqroup.com/assets/docs/investor/policies/ policy-for-determining-material-subsidiaries-08042022.pdf

FINANCIAL STATEMENTS OF SUBSIDIARIES AND ASSOCIATE COMPANIES:

The consolidated financial statements of the Company for the year 2022-23 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’) including Indian Accounting Standards specified under Section 133 of the Companies Act, 2013. The audited consolidated financial statements together with the Auditors’ Report thereon form part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Statement containing salient features of the financial statements of each of the Subsidiaries and Joint Venture Companies in the prescribed Form AOC-1 is appended as Annexure-1 to this report.

Audited financial statements together with the related information and other reports of each of the subsidiary Companies is available on the website of the Company at:

https://www.briqadeqroup.com/investor/requlation-46/

financials-subsidiaries-and-associates

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves during the financial year 2022-23.

DIVIDEND:

The Board of Directors of the Company have recommended a final dividend of ?2/- per equity share (20%) of ?10/- each which is subject to approval of the Members in the ensuing Annual General Meeting of the Company. The dividend, if approved by the members will involve a cash outflow of ?4,616 Lakhs.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Dividend Distribution Policy which is accessible at the Company’s website at:

https://cdn.briqadeqroup.com/assets/docs/investor/policies/

dividend-distribution-policy-08042022.pdf

FIXED DEPOSITS:

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder during the year under review and no amount of principal or interest was outstanding as on the Balance Sheet date.

DEBENTURES:

During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures.

DEPOSITORY SYSTEM:

The Company’s equity shares are tradable only in electronic form. As on March 31, 2023, nearly 100% of the Company’s total paid up equity share capital representing 23,07,31,651 shares are in dematerialised form.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF’):

Pursuant to applicable provisions of the Companies Act 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (‘the Rules’) all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the Demat account created by IEPF Authority.

Accordingly, the Company has transferred ?2,37,568/- to the Investor Education and Protection Fund, the amount in Unpaid Dividend Account opened in 2014-15 which was due/ payable and remained unclaimed and unpaid for a period of seven years. Further 5,528 shares were transferred to the demat account of the Investor Education and Protection Fund Authority as mentioned above.

The details of the above are provided on the website of the Company at:

https://www.briqadeqroup.com/investor/investor-information/

unclaimed-shares

EMPLOYEE STOCK OPTION SCHEME:

The Employee Stock Option Scheme titled “Brigade Employee Stock Option Plan 2017” was implemented in the financial year 2017-18.

During the year, the Company has obtained the in-principle approval of the Stock Exchanges for new ESOP scheme “Brigade Employee Stock Option Plan”.

Disclosures as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is uploaded in the Company’s website and can be accessed at: https://cdn.brigadegroup.com/assets/docs/investor/investor-information/investor-updates/esop-disclosure-fy-2022-23.pdf

SHARE CAPITAL:

The authorised share capital of the Company is ?250,00,00,000/- divided into 25,00,00,000 equity shares of ?10/- each. The Company has allotted 4,69,008 equity shares under Employee Stock Option Scheme, 2017 during the year.

The issued, subscribed and paid-up equity share capital of the Company has increased from 23,02,62,643 equity shares of ?10/- each to 23,07,31,651 equity shares of ?10/- due to the aforesaid allotment of equity shares during the financial year.

During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.

OPERATIONAL REVIEW:

Your Company is a leading real estate developer in South India, based in Bengaluru. With a vast experience of around four decades in building landmark structures across residential, commercial and hospitality sectors, the Company has garnered exceptional customer trust and brand equity in the real estate space. The operations of the Company can be classified into Three main segments:

a) Income from construction and development of Real Estate Projects

b) Lease Rental Income from Office and Retail Assets C) Hotels, Clubs and Convention Centre

PROPOSED PROJECTS:

The group proposes to launch 9.43 mn. sq. ft. in the financial year 2023-24. This will comprise of 7.54 mn. sq. ft. of residential space and 1.89 mn. sq. ft. of commercial space.

COMPLETED PROJECTS:

During the financial year 2022-23 a total of 6.95 mn. sq. ft. has been constructed.

ONGOING PROJECTS:

The Group is currently having ongoing projects aggregating to 21.30 mn. sq.ft. of saleable area. Residential and Commercial Projects aggregating to 19.70 mn. sq.ft., Leasing Projects aggregating to 1.49 mn. sq.ft. and Hospitality aggregating to 0.11 mn. sq.ft.

A detailed information of ongoing projects as on March 31, 2023 has been given in the Management Discussion and Analysis Report which is forming part of the Annual Report.

BOARD OF DIRECTORS:

As at March 31, 2023, the Board of the Company comprises of 11 Directors of which 5 are Executive Directors and 6 are Non-Executive Independent Directors. The composition of the Board of Directors is in due compliance of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS:

As part of good corporate governance for splitting the role of Chairman & Managing Director and for succession planning for the next generation leaders, Mr. M. R. Jaishankar, Chairman & Managing Director relinquished his position as Managing Director with effect from October 11, 2022 and is continuing as Chairman and Whole-time Director of the Company.

The Board of Directors based on the performance evaluation and recommendation of the Nomination & Remuneration Committee re-designated Ms. Pavitra Shankar and Ms. Nirupa Shankar, who were serving as the Executive Directors, to the position of Managing Director and Joint Managing Director of the Company for a period of five years with effect from October 12, 2022.

Additionally, the Board appointed Mr. Aroon Raman, Independent Director, to the position of Non-Executive Vice Chairman for the term starting on October 11, 2022 and ending on August 4, 2024.

Mr. Amar Mysore (DIN: 03218587) Whole-time Director, designated as Executive Director of the Company was reappointed for a further period of five years with effect from May 16, 2023.

Brigade Group witnessed this transition in management, which also served as a symbolic ‘passing of the baton’ to the subsequent generation. The next generation leaders are part of business operations, strategy, planning, marketing and business development for over a decade and have been groomed by Mr. M. R. Jaishankar, Executive Chairman.

The next generation leaders will focus on expansion & growth and hold Brigade’s core values as a guiding force towards achieving this. They have a mindset that is focused on the future, have a clear vision and are passionate about advanced technologies and sustainable growth. Under their leadership, we are confident that Brigade will continue to rise to even greater heights.

Mr. Pradeep Kumar Panja (DIN: 03614568) and Dr. Venkatesh Panchapagesan (DIN: 07942333) were reappointed as Independent Directors of the Company for a second term of Five Years with effect from May 16, 2023.

The Board after taking into consideration the recommendation of the Nomination & Remuneration Committee and the Board Skill Matrix and with a view to strengthen the Board relating to frequent changes in Indian Regulatory System approved the appointment of Mr. Velloor Venkatakrishnan Ranganathan (DIN: 00060917) as an Independent Director of the Company for a period of Five Years with effect from October 11, 2022.

The above changes are approved based on the performance evaluation and recommendation of the Nomination & Remuneration Committee and the Board of Directors and shareholders through postal ballot.

In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act, 2013, Ms. Pavitra Shankar (DIN: 08133119), Managing Director and Ms. Nirupa Shankar (DIN: 02750342), Joint Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Notice convening the Twenty Eighth Annual General Meeting includes the proposals for the reappointment of the Directors. Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship/ membership/ chairmanship of the Board or Committees, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been provided as an annexure to the Notice convening the Twenty Eighth Annual General Meeting.

None of the Directors of the Company are disqualified under Section 164(1) or Section 164(2) of the Companies Act, 2013.

BOARD MEETINGS:

During the year under review, the Board of Directors of the Company met 5 times on the following dates:

? May 12, 2022

? August 2, 2022

? October 11, 2022

? November 12, 2022

? February 9, 2023

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors and Non-Independent Directors of the Company was held on March 30, 2023 and March 31, 2023 respectively.

A detailed note on the composition of various Committees of the Board and their meetings including the terms of reference are given in the Corporate Governance Report forming part of the Annual Report.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company’s Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also given undertaking that they are not aware of any circumstance/situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with objective independence

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has formulated the criteria for identification and Board nomination of the suitable candidates as well as the policy on remuneration for Key Managerial Personnel and other senior employees of the Company. The Committee, while evaluating potential candidates for Board membership, considers a variety of personal attributes, including experience, intellect, foresight, judgment and transparency and match these with the requirements set out by the Board.

The Company’s Remuneration policy provides the framework for remunerating the members of the Board, Key Managerial Personnel and other employees of the Company. This Policy is guided by the principles and objectives enumerated in Section 178(4) of the Companies Act, 2013.

The Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel is available on the website of the Company at:

https://cdn.briqadeqroup.com/assets/docs/investor/policies/

remuneration-policy-08042022.pdf

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Over the years, the Company has developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Companies Act, 2013 and other related regulations. This process inter alia

includes providing an overview of the Real Estate industry, the Company’s business model, the risks and opportunities and quarterly updates on the important changes in the regulatory environment along with the nomination of directors for various training programmes. etc. Details of the familiarisation programme are explained in the Corporate Governance Report and is also available on the Company’s website at:

https://www.brigadegroup.com/investor/corporate-

governance/policies

ANNUAL PERFORMANCE EVALUATION OF THE BOARD:

The Board, along with the Nomination and Remuneration Committee, developed and adopted the criteria and framework for the evaluation of each of the Directors and of the Board and its Committees pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board evaluation was conducted through Structured assessment questionnaire designed with qualitative parameters and feedback based ratings through an online portal, it comprises of various aspects of the Board’s functioning in terms of structure, its roles and responsibilities, competency, quality, quantity and timelines of flow of information, transparency in the discussions amongst the Board, interest of shareholders, its meetings, strategy, corporate governance and other dynamics of its functioning besides the financial reporting process, level of independence, risk management, succession planning.

The evaluation of the Committees was based on their terms of reference fixed by the Board besides the dynamics of their functioning in terms of meeting frequency, effectiveness of contribution etc. Separate questionnaires were used to evaluate the performance of individual Directors on parameters such as attendance, familiarisation of Company values, policies, beliefs and code of conduct, effective communication, their level of engagement and contribution, objective judgement etc.

The Chairman/ Vice Chairman/ Managing Director’s/ Joint Managing Director’s evaluation was based on the key aspects of their role, leadership qualities, commitment, strategic and financial planning, communication, engagement with the Board, compliance etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Board as whole and the Non-Independent Directors was carried out by the Independent Directors at their separate meeting held during the year.

The Independent Directors have expressed satisfaction at the robustness of the evaluation process through online portal, the Board’s freedom to express its views on matters transacted at the Meetings and the openness and transparency with which the Management discusses various subject matters specified on the agenda of meetings.

The consolidated Board evaluation report was provided to the Chairman of the Nomination and Remuneration Committee who briefs the Independent Directors on the same and Board Chairperson. The Board Chairperson discussed the results of evaluation of the individual Directors separately with them in detail and also the action areas identified in the process are being implemented to ensure a better interface at the Board/ Management level.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms that:

a) in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 the Company at the end of the financial year and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL:

During the year:

• Mr. M. R. Jaishankar, Chairman & Managing Director has resigned from the position of Managing Director and continues as Whole-time Director and Executive Chairman.

• Ms. Pavitra Shankar, Executive Director was appointed and redesignated as Managing Director.

• Ms. Nirupa Shankar, Executive Director was appointed and redesignated as Joint Managing Director.

Mr. M. R. Jaishankar, Chairman, Ms. Pavitra Shankar, Managing Director, Ms. Nirupa Shankar, Joint Managing Director, Mr. Atul Goyal, Chief Financial Officer and Mr. P. Om Prakash, Company Secretary & Compliance Officer are the Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013.

REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and appended as Annexure-2 to this Report.

The details of employees who are in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-3. In terms of Section 136(1) of the Companies Act, 2013 and the Rules made there under, the Annual Report is being sent to the shareholders and others entitled thereto excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary & Compliance Officer.

STATUTORY AUDITORS:

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number 101049W/E300004) were reappointed at the Twenty Fourth Annual General Meeting held on August 14, 2019 as the Statutory Auditors of the Company for a period of 5 years till the conclusion of Twenty Ninth Annual General Meeting of the Company.

There are no qualifications or adverse remarks in the Statutory Auditor’s Report on the financial statements for the year ended March 31, 2023 which requires any explanation from the Board of Directors.

SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of the Companies Act, 2013, the Board of Directors of the Company have appointed Mr. K Rajshekar, Practicing Company Secretary (CP No.2468) to conduct the Secretarial Audit for the financial year 2022-23. The report of the Secretarial Auditor is appended to and forms part of this Report as Annexure-4.

There are no qualifications, reservations or adverse remarks given by the Secretarial Auditor in the Report.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records. Further, the cost accounting records maintained by the Company are required to be audited.

The Board of Directors of the Company have appointed M/s. Murthy & Co. LLP, Cost Accountants (LLP ID No. AAB-1402) as Cost Auditors to audit the cost accounting records maintained by the Company under the said Rules for the financial year 2022-23 at a fees of ?1.25 Lakhs plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the Members at the Annual General Meeting.

Accordingly, a resolution seeking the shareholder’s ratification of the remuneration payable to the Cost Auditor for the financial year 2022-23 is included in the Notice convening the Twenty Eighth Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT:

Your Company provides utmost importance to the best Governance practices and are designed to act in the best interest of its stakeholders. The Board of Directors reaffirm their continued commitment to good corporate governance practices. The fundamentals of Governance at Brigade include transparency, accountability, integrity and Independence.

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance including a certificate from Ms. Aarthi G. Krishna,

Practicing Company Secretary (CP No. 5645) is annexed to and forms an integral part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from the financial year 2022-23.

The Business Responsibility and Sustainability Report for the financial year 2022-23 is annexed to this Annual Report. The Sustainability Report for the financial year 2022-23 is aligned with the National Guidelines on Responsible Business Conduct (NGRBC) principles and Global Reporting Initiative (GRI) standards and includes sector specific disclosures relating real estate sector. The Sustainability Report of the Company for the financial year 2022-23 is annexed to this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans given, investments made, securities provided and guarantees given as required under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014 are provided in Notes 6 and 7 read with Note 32(b) and Note 34 of the standalone financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2022-23, all the transactions with related parties were entered into at arms’ length basis and in the ordinary course of business.

Further, there are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large.

Transactions with related parties entered during the year are listed out in Note 34 forming part of the standalone financial statements.

The Company’s policy on dealing with Related Parties as approved by the Board is available on the Company’s website at:

https://cdn.briqadeqroup.com/assets/docs/investor/policies/

policv-on-related-partv-transactions-14042022.pdf

INTERNAL FINANCIAL CONTROL SYSTEM:

As per Section 134 of the Companies Act, 2013, the term ‘Internal Financial Controls’ (IFC) means the policies and procedures adopted by the Company for ensuring:

a) orderly and efficient conduct of its business, including adherence to company’s policies,

b) safeguarding of its assets,

c) prevention and detection of frauds and errors,

d) accuracy and completeness of the accounting records, and

e) timely preparation of reliable financial information.

The Company has adequate internal financial control systems in place with reference to the financial statements.

The Company’s internal financial controls are commensurate with the scale and complexity of its operations. The controls were tested during the year and no reportable material weaknesses identified either in their design or operations of the controls were observed.

COMMITTEES OF THE BOARD:

As on March 31, 2023, the Board had 6 Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Corporate Social Responsibility Committee

d) Stakeholders Relationship Committee

e) Risk Management Committee

f) Committee of Directors

AUDIT COMMITTEE:

The Audit Committee comprises of five members. The Chairman of the Committee is an Independent Director. The Committee met four times during the year. Details of the roles and responsibilities of the Committee, the particulars of meetings held and attendance of the Members at such Meetings forms part of Corporate Governance Report annexed to this Report.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of four members, all being Independent Directors. The Committee met seven times during the year. Details of the roles and responsibilities of the Committee, the particulars of meetings held and attendance of the Members at such Meetings forms part of Corporate Governance Report annexed to this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises four Members. The Committee met four times during the year. Details of the roles and responsibilities of the Committee, the particulars of meetings held and attendance of the Members at such Meetings forms part of Corporate Governance Report annexed to this Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

A Corporate Social Responsibility Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The Committee comprises four members. The details of the constitution of the Committee, scope and functions are listed out in the Corporate Governance Report annexed to this Annual Report.

The disclosures as required under Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure-5 to this Report.

RISK MANAGEMENT COMMITTEE:

The Company has constituted a Risk Management Committee aligned with the requirements of the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consisting of Executive Directors and Independent Directors to identify and assess business risks and opportunities. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

COMMITTEE OF DIRECTORS:

The Company has constituted a Committee of Directors consisting of Executive Directors and Independent Directors and delegated powers relating to certain regular business activities. The Committee met five times during the year.

The particulars of meetings held and attendance of the Members at such Meetings forms part of Corporate Governance Report annexed to this Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has a well-established whistle blower policy as part of vigil mechanism for observing the conduct of Directors and employees and report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of conduct to the Ethics Committee members or the Chairman of the Audit Committee.

This mechanism also provides for adequate safeguards against victimization of Director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The details of the Whistle Blower Policy and the Committee which oversees the compliance are explained in detail in the Corporate Governance Report.

There were no complaints received during the financial year 2022-23.

ANNUAL RETURN:

In accordance with the Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, the Annual Return of the Company is available on the website of the Company at:

https://www.briqadeqroup.com/investor/requlation-46/

annual-return

CODE OF CONDUCT:

Your Company has in place a Code of Conduct which helps to maintain high standards of ethics for the Company’s employees.

The Code lays down the standard of conduct which is expected to be followed by the Directors and by the senior management employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Company has adopted a Code of Conduct which applies to all its Directors and employees in terms of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Board Members and the Senior Management Personnel of your Company have affirmed their compliance with the Code of Conduct for the current year.

A declaration signed by the Managing Director and Chief Financial Officer affirming compliance of the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2022-23 is annexed and forms part of the Corporate Governance Report.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading (‘Code’) in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to regulate trading in securities by the Directors and designated employees of the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors and Designated Persons.

The Code requires pre-clearance for dealing in the Company’s shares for all transactions by Directors and designated employees (together called Designated Persons) and prohibits the purchase or sale of Company’s securities by Designated Persons while in possession of unpublished price sensitive information in relation to the Company. Further, trading in securities is also prohibited for Designated Persons during the period when the Trading Window is closed. The

Company Secretary is responsible for implementation and monitoring of the Code.

The Company also has in place a Code for practices and procedures for fair disclosure of unpublished price sensitive information which is available on the website of the Company at:

https://cdn.briqadeqroup.com/assets/docs/investor/policies/

fair-disclosure-policy-25032022.pdf

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings & outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is appended as an Annexure-6 to this report.

HUMAN RESOURCES:

Your Company is determined to accelerate its growth story by corresponding to the changing needs of diverse workgroup by fostering an engaging work environment, to constantly build the unique capabilities and skills of the people. Robust Human Resource policies are in place which enables building a stronger performance culture and at the same time developing current and future leaders.

The employee strength of the Company, at the end of FY i.e., March 31, 2023 was 704. The overall strength of employees at group level as at March 31, 2023 was 2,245.

Your Company has in place Code of Ethics for all the employees which serves as a common guide to employees and decision makers in the organisation. It specifies how the organisation expects its employees to behave, what kind of behavior it considers acceptable or unacceptable, the kind of business practices it endorses, the values that it holds in high regard. This enables a healthy corporate culture and makes it possible for individuals to exercise their judgment confidently, knowing the decisions they are making are in sync with the organisation’s point of view and systems of operation.

In order to provide women employees a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace. As an organization, the Company is committed to ensure that every employee is treated with dignity and respect and works in a conducive work environment, which promotes professional growth of employee and encourages equality of opportunity.

All women who are associated with the Company - either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. Further, to provide an empowering and enabling atmosphere to women employees the Company has continuously endeavored to build the work culture, which promotes the respect and dignity of all women employees across the organisation.

The Company has “Internal Committee’’ (IC) to consider and redress complaints relating to sexual harassment. Majority of the committee members are women staff. One of the female employees is the Chairperson of the Committee and there is one external member on the Committee who is a specialist in dealing with such matters.

No complaints pertaining to sexual harassment of women employees were received during the year ended March 31, 2023.

The Company believes that only way it can excel is by empowering its people and consistently providing opportunities to learn and grow. Our Learning & Development process for employees is focused on supporting high performance through various approaches driven comprehensively by HR, Business Excellence, QA/ QC, Safety & Technical training teams. The Company aims to contribute to the overall development of its employees through extensive training and motivational programs. The Board of Directors would like to express their appreciation to employees for their sincerity, hard work, dedication and commitment.

AWARDS AND RECOGNITIONS:

As on date of this report, your Company has received numerous awards and accolades which were conferred by reputable organizations. Some of the awards and recognitions your Company received are as under:

a) Brigade Group was recognized as one of best companies to work for in the real estate industry for consistently by the ‘Great Place to Work’ institute.

b) Awarded Economic Times Real Estate Conclave Awards 2022 South to Mr. M R Jaishankar for Realty personality.

c) Awarded Economic Times Real Estate Conclave Awards 2022 South to Brigade Orchards for Township project.

d) Awarded Economic Times Real Estate Conclave Awards 2022 South to Brigade Xanadu for Theme based project.

e) Awarded Economic Times Real Estate Conclave Awards 2022 South to Brigade Atmosphere for Villa project.

f) Brigade El Dorado recognized as Best affordable Housing Project in the state at Pradhan Mantri Awas Yojana Award Affordable Housing projects at the PMAY - Empowering India Awards 2022.

g) Certificate for IDEA Video/TVC Campaign of the Year by Indian Digital Excellence Awards, 2022.

h) Brigade Group has been recognised as ‘India’s Top Builder 2022’ in the National category at the Construction World Architect and Builder Awards.

i) Mr. M R Jaishankar, Chairman was conferred ‘Bharat Ratna Sir M. Visvesvaraya Memorial Award 2022’ by FKCCI.

j) Mr. M R Jaishankar, Chairman was felicitated at the South Indian Hotels and Restaurants Association Awards.

k) The Brigade IT Team won “The Best Information Technology Department of the Year (Real Estate)” at the Technology Excellence Awards 2022 (Bengaluru Edition).

l) The Residential Digital Team and the Customer Connect Team won ‘Digital Marketing Campaign of the Year’ and ‘Customer Connect Initiative of the Year’ respectively at the 14th Realty Excellence Awards 2022, South.

m) Brigade Group was awarded the “India’s Top Challengers Award” at Construction World Global Awards 2022.

n) The Residential Digital Team won the prestigious DMA Asia Sparkies Awards 2022 for “Best Inbound (email) Campaign” for Brigade Neem Grove.

o) Brigade Foundation won the ‘Best CSR Activity’ award at the CREDAI Karnataka CARE Awards 2023.

p) Orion Mall won three awards at the Retail and Shopping Centre for Excellence in Shopping Centre and Mall Marketing in 3 categories:

• Most Admired Shopping Centre of the Year (Retailer''s Choice)

• Best Thematic Decoration

• Shopping Centre of the Year (Metro South)

ADDITIONAL INFORMATION TO SHAREHOLDERS:

All important information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company’s website https://BrigadeGroup.com/investor on a regular basis.

DISCLOSURES:

a) No frauds were reported by the Auditors as specified under Section 143 of the Companies Act, 2013 for the financial year ended March 31, 2023.

b) There are no Corporate Insolvency proceedings initiated against the company under Insolvency and Bankruptcy Code, 2016.

c) There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

d) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year till the date of this report.

e) There is no change in the nature of the business of the Company.

f) There are no differential voting rights shares issued by the Company.

g) Neither the Executive Chairman, Managing Director including the Joint Managing Director nor the Whole-time Directors have received any remuneration or commission from any of the subsidiaries, joint ventures or associates.

h) There were no sweat equity shares issued by the Company.

ACKNOWLEDGEMENTS:

Your Directors would like to thank shareholders for reposing confidence and faith in the Company and its management. Your Directors would also like to take this opportunity to thank customers, employees, suppliers, contractors, bankers, business associates, partners and statutory authorities for their continuous support, co-operation, encouragement and patronage.


Mar 31, 2022

Your Directors have the pleasure in presenting the Twenty Seventh Board’s Report of the Company (“the Company” or “Brigade”) together with the Audited Financial Statements (Consolidated and Standalone) for the year ended March 31, 2022.

FINANCIAL HIGHLIGHTS:

Particulars

('' in Lakhs)

Standalone Consolidated

2021-22

2020-21

2021-22

2020-21

Total Revenue

2,30,420

1,63,693

3,06,551

2,01,039

Operating Expenditure

1,64,413

1,12,157

2,23,245

1,47,804

Earnings before Interest, Depreciation & Amortization

66,007

51,536

83,306

53,235

Depreciation & Amortization

8,439

8,658

35,054

23,693

Finance Costs

14,271

19,759

44,360

34,681

Profit/(Loss) before share of profit of Associate and Exceptional Items

43,297

23,119

3,892

(5,139)

Share of profit of Associate (net of tax)

-

-

270

257

Profit/(Loss) before exceptional items and tax

43,297

23,119

4,162

(4,882)

Exceptional items

-

5,350

5,666

7,628

Profit/ (loss) before tax and after exceptional items

43,297

17,769

(1,504)

(12,510)

Tax expense

-Current tax

7,435

4,609

9,881

5,764

-Deferred tax (credit)

4,976

(1,296)

(4,909)

(8,633)

Total tax expense/(credit)

12,411

3,313

4,972

(2,869)

Profit/ (loss) for the year

30,886

14,456

(6,476)

(9,641)

Other comprehensive income (net of tax)

50

(108)

165

(29)

Total comprehensive income/(loss) for the year Total comprehensive income/(loss) attributable to:

30,936

14,348

(6,311)

(9,670)

Equity holders of the parent

-

-

8,442

(4,661)

Non-Controlling interests

-

-

(14,753)

(5,009)

Details of Appropriations:

('' in lakhs)

Particulars Standalone Consolidated

2021-22

2020-21

2021-22

2020-21

Surplus in the retained earnings as per last financial statements

1,24,884

1,10,536

71,069

75,703

Total Comprehensive income for the year (net of Non-controlling interest)

30,936

14,348

8,401

(4,712)

Cash dividends declared and paid

(2,755)

-

(2,755)

-

Other adjustments (Net)

-

-

(3)

78

Net Surplus in the statement of profit and loss carried forward

1,53,065

1,24,884

76,712

71,069

FINANCIAL OVERVIEW:

During the financial year 2021-22, the Company has on a standalone basis, clocked a total income of ''2,30,420 Lakhs as compared to ''1,63,693 Lakhs for the previous year ended March 31, 2021, an increase of 41% on a year-on-year basis. Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) has increased from ''51,536 Lakhs to ''66,007 Lakhs,

an increase of 28%. Total Comprehensive income was at ''30,936 Lakhs for the financial year ended March 31, 2022 as compared to ''14,348 Lakhs for the previous year, an increase by 116%.

The consolidated revenue for the Company for the financial year 2021-22 was ''3,06,551 Lakhs as compared to ''2,01,039 Lakhs in the previous year, an increase of 52% on year-

QUALIFIED INSTITUTIONS PLACEMENT:

The Members of the Company in the Twenty Fifth Annual General Meeting held on September 29, 2020 had approved the fund raising for an amount up to ''500 Crores (Rupees Five Hundred Crores Only) through a qualified institutions placement.

During the year, the Company raised through a Qualified Institutions Placement by issue of 1,86,56,716 equity shares of ''268/- per Equity Share (including a premium of ''258/- per Equity Share) aggregating to ''499,99,99,888/- (Rupees four hundred and ninety nine crores ninety nine lakhs ninety nine thousand eight hundred and eighty eight only)

The subscription was open from June 21, 2021 to June 25, 2021.

The demand for the issue was over six times of the issue size of ''500 crores.

The monies raised is being utilised in line with the objects to the issue mentioned in the Placement Document. The details of the amount utilised during the financial year forms part of the Corporate Governance Report.

MATERIAL SUBSIDIARIES:

The Company does not have any material subsidiary as per the thresholds laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) as at March 31, 2022.

The Board of Directors of the Company has adopted a Policy for determining material subsidiaries in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available at Company’s website at: https:// cdn.brigadegroup.com/assets/docs/investor/policies/policy-for-determining-material-subsidiaries-08042022.pdf

FINANCIAL STATEMENTS OF SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Consolidated Financial Statements of the Company for the year 2021-22 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’) including Indian Accounting Standards specified under Section 133 of the Companies Act, 2013. The audited consolidated financial statements together with the Auditors’ Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Statement containing salient features of the financial statements of each of the Subsidiaries, Associates and Joint Venture Companies in the prescribed Form AOC-1 is appended as Annexure-1 to this report.

Audited financial statements together with the related information and other reports of each of the subsidiary Companies is available on the website of the Company at: https://www.brigadegroup.com/investor/financials-and-reports/financials-subsidiaries-and-associates

on-year basis. Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) increased to ''83,306 Lakhs as compared to ''53,235 Lakhs for the previous year ended March 31, 2021, increase of 56% on a year-on-year basis. Total Comprehensive income was at ''(6,311) Lakhs for the financial year ended March 31, 2022 as compared to ''(9,670) Lakhs for the previous year.

SUBSIDIARIES/ JOINT VENTURES AND ASSOCIATES:

The Company has 17 direct subsidiaries, 2 step down subsidiaries, 2 limited liability partnerships and 2 associate companies as at March 31, 2022.

During the year under review, the following wholly owned subsidiaries with the main objects in the field of real estate development business were incorporated by the Company:

a) Tetrarch Developers Limited on September 21, 2021

b) Brigade Real Estate Developers Private Limited on February 21, 2022. Name of the Company was changed to Vibrancy Real Estates Private Limited effective March 17, 2022

c) Brigade Real Estate Ventures Private Limited on February 26, 2022. Name of the Company was changed to Venusta Ventures Private Limited effective March 22, 2022

d) Brigade (Chennai) Projects Private Limited on February 28, 2022. Name of the Company was changed to Zoiros Projects Private Limited effective March 22, 2022

Further, the following Limited Liability Partnerships (‘LLP’) were converted into Companies:

a) Celebrations LLP into Celebrations Private Limited effective November 8, 2021

b) Brigade Flexible Office Spaces LLP into Brigade Flexible Office Spaces Private Limited effective November 22, 2021

Brigade Innovations LLP owned by the Company has incorporated a Limited Liability Partnership in the name of Propel Capital Ventures LLP on September 13, 2021.

SCHEME OF AMALGAMATION OF TWO WHOLLY OWNED SUBSIDIARIES OF THE COMPANY:

The Board of Directors of two wholly owned subsidiaries of the Company i.e., WTC Trades & Projects Private Limited and Orion Property Management Services Limited had approved a Scheme of Amalgamation in which Orion Property Management Services Limited will amalgamate with WTC Trades & Projects Private Limited. The rationale for the Amalgamation is similarity of business model, synergy in operations and scale and size of the business. The said Scheme of Amalgamation was approved by the Honorable National Company Law Tribunal (‘NCLT’), Bengaluru Bench vide its order dated March 14, 2022.

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves during the financial year 2021-22.

DIVIDEND:

The Board of Directors of the Company have recommended a final dividend of ''1.50 per equity share (15%) of ''10/- each which is subject to approval of the Members in the ensuing Annual General Meeting of the Company. The dividend, if approved by the members will involve a cash outflow of ''3,456 Lakhs.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Dividend Distribution Policy which is accessible at the Company’s website at: https://cdn.brigadegroup.com/assets/ docs/investor/policies/dividend-distribution-policy-08042022. pdf

FIXED DEPOSITS:

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder during the year under review and no amount of principal or interest was outstanding as on the Balance Sheet date.

DEBENTURES:

During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures.

DEPOSITORY SYSTEM:

Company’s equity shares are tradable only in electronic form. As on March 31, 2022, nearly 100% of the Company’s total paid up equity share capital representing 23,02,62,469 shares are in dematerialised form.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF’):

Pursuant to applicable provisions of the Companies Act 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (‘the Rules’) all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the Demat account created by IEPF Authority.

Accordingly, the Company has transferred ''2,23,696/- to the Investor Education and Protection Fund, the amount in

Unpaid Dividend Account opened in 2013-14 which was due/ payable and remained unclaimed and unpaid for a period of seven years. Further 2,092 shares were transferred to the demat account of the Investor Education and Protection Fund Authority as mentioned above.

The details of the above are provided on the website of the Company at: https://www.brigadegroup.com/investor/investor-information/unclaimed-shares

EMPLOYEE STOCK OPTION SCHEME:

The Employee Stock Option Scheme titled “Brigade Employee Stock Option Plan 2011” was implemented in the financial year 2014-15. All outstanding stock options issued under this Plan were fully exercised during the year and the Plan is closed.

The Employee Stock Option Scheme titled “Brigade Employee Stock Option Plan 2017” was implemented in the financial year 2017-18.

During the period under review, ‘Brigade Employee Stock Option Plan 2017’ was amended in line with the revised requirements as stipulated under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Further, there were no material changes to the ESOP Plans referred above.

Disclosures as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is uploaded in the Company’s website and can be accessed at https://cdn.brigadegroup.com/assets/docs/investor/investor-information/investor-updates/esop-disclosure-fy-2021-22.pdf

As on date of this report, the Members of the Company on May 4, 2022 approved through Postal Ballot a new ESOP Plan named ‘Brigade Employee Stock Option Plan’ to grant, offer, issue and allot stock options aggregating to 60,00,000 (sixty lakhs) equity shares of ''10/- each, in one or more tranches, to the employees of the Company and employees of the Company’s Subsidiaries/ Associate companies/ Joint Ventures. The grant/ issue of stock options is subject to in-principle approval from the Stock Exchanges and such other approvals, as may be applicable

SHARE CAPITAL:

The authorised share capital of the Company is ''250,00,00,000/- divided into 25,00,00,000 equity shares of ''10/- each. The following allotment of equity shares has been made during the year:

a) 1,86,56,716 equity shares to eligible qualified institutional buyers through Qualified Institutions Placement.

b) 6,92,291 equity shares under the Employee Stock Option Schemes.

o 13,750 equity shares under the Employee Stock Option Scheme, 2011; and

o 6,78,541 equity shares under Employee Stock Option Scheme, 2017.

The issued, subscribed and paid-up equity share capital of the Company has increased from 21,09,13,636 equity shares of ''10/- each to 23,02,62,643 equity shares of ''10/- due to the aforesaid allotment of equity shares during the financial year.

During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.

OPERATIONAL REVIEW:

Your Company is a leading real estate developer in South India, based in Bengaluru. With a vast experience of around four decades in building landmark structures across residential, commercial and hospitality sectors, the Company has garnered exceptional customer trust and brand equity in the real estate space. The operations of the Company can be classified into two main segments:

a) Income from construction and development of Real Estate Projects

b) Lease Rental Income from Office and Retail Assets PROPOSED PROJECTS:

The group proposes to launch 10.37 mn. sq. ft. in the financial year 2022-23. This will comprise of 8.34 mn. sq. ft. of residential space and 2.03 mn. sq. ft. of commercial space.

COMPLETED PROJECTS:

During the financial year 2021-22 a total of 5.30 mn. sq. ft. has been constructed.

ONGOING PROJECTS:

The Group is currently having ongoing projects aggregating to 18.72 mn. sq.ft. of saleable area. Residential and Commercial Projects aggregating to 17.42 mn. sq.ft. and Leasing Projects aggregating to 1.30 mn. sq.ft.

A detailed information of ongoing projects as on March 31, 2022 has been given in the Management Discussion and Analysis Report which is forming part of the Annual Report.

COVID-19 PANDEMIC:

The outbreak of Covid-19 pandemic globally and in India has caused significant disturbance and slowdown of economic activities. Our office, retail leasing and hospitality segments operations got impacted during the lock down period and the restrictions imposed on travel etc.

While severity of the disease due to COVID-19 has reduced because of increased vaccination, as immunity may wane over a period of time, there is a risk of further waves and emergence of highly transmissible and more virulent variants.

Your Company has estimated the future cash flows for the Company with the possible effects that may result from the COVID-19 pandemic and does not foresee any adverse impact on its ability to continue as going concern and in meeting its liabilities as and when they fall due.

BOARD OF DIRECTORS:

As at March 31, 2022, the Board of the Company comprised 10 Directors of which 5 are Executive Directors and 5 are NonExecutive Independent Directors. The composition of the Board of Directors is in due compliance of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the term of Mr. M.R. Jaishankar (DIN: 00191267) as Chairman & Managing Director of the Company was upto March 31, 2022. Based on recommendation of Nomination and Remuneration Committee and Board of Directors, Members of the Company through Postal Ballot on May 4, 2022 approved the re-appointment of Mr. M.R. Jaishankar as Chairman & Managing Director for a further term of 5 years with effect from April 1, 2022.

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS:

In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act, 2013, Mr. M R Jaishankar (DIN: 00191267), Chairman and Managing Director and Mr. Amar Mysore (DIN: 03218587), Executive Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Notice convening the Twenty Seventh Annual General Meeting includes the proposals for the reappointment of the Directors. Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship/ membership/ chairmanship of the Board or Committees, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been provided as an annexure to the Notice convening the Twenty Seventh Annual General Meeting.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

BOARD MEETINGS:

During the year under review, the Board of Directors of the Company met 6 times on the following dates:

• May 18, 2021

• June 26, 2021

• August 5, 2021

• November 11, 2021

• February 3, 2022

• March 25, 2022

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors and Non-Independent Directors of the Company was held on March 25, 2022.

A detailed note on the composition of various Committees of the Board and their meetings including the terms of reference were given in the Corporate Governance Report forming part of the Annual Report.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company’s Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also given undertaking that they are not aware of any circumstance/situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with objective independent.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has formulated the criteria for identification and Board nomination of the suitable candidates as well as the policy on remuneration for Key Managerial Personnel and other senior employees of the Company. The Committee, while evaluating potential candidates for Board membership, considers a variety of personal attributes, including experience, intellect, foresight, judgment and transparency and match these with the requirements set out by the Board.

The Company’s Remuneration policy provides the framework for remunerating the members of the Board, Key Managerial Personnel and other employees of the Company. This Policy is guided by the principles and objectives enumerated in Section 178(4) of the Companies Act, 2013.

The Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel is available on the website of the Company at https://cdn.brigadeqroup.com/ assets/docs/investor/policies/remuneration-policy-08042022. pdf

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Over the years, the Company has developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Companies Act, 2013 and other related regulations. This process inter alia includes providing an overview of the Real Estate industry, the

Company’s business model, the risks and opportunities and quarterly updates on the important changes in the regulatory environment along with the nomination of directors for various training programmes. etc. Details of the familiarisation programme are explained in the Corporate Governance Report and is also available on the Company’s website at https://www.briqadeqroup.com/investor/corporate-qovemance/ policies

ANNUAL PERFORMANCE EVALUATION OF THE BOARD:

The Board, along with the Nomination and Remuneration Committee, developed and adopted the criteria and framework for the evaluation of each of the Directors and of the Board and its Committees pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board evaluation was conducted through Structured assessment questionnaire designed with qualitative parameters and feedback based ratings through an online portal, it comprises of various aspects of the Board’s functioning in terms of structure, its roles and responsibilities, competency, quality, quantity and timelines of flow of information, transparency in the discussions amongst the Board, interest of shareholders, its meetings, strategy, corporate governance and other dynamics of its functioning besides the financial reporting process, level of independence, risk management, succession planning.

The evaluation of the Committees were based on their terms of reference fixed by the Board besides the dynamics of their functioning in terms of meeting frequency, effectiveness of contribution etc. Separate questionnaires were used to evaluate the performance of individual Directors on parameters such as attendance, familiarisation of Company values, policies, beliefs and code of conduct, effective communication, their level of engagement and contribution, objective judgement etc.

The Chairman and Managing Director’s evaluation was based on the key aspects of his role, leadership qualities, commitment, strategic and financial planning, communication, engagement with the Board, compliance etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Board as whole and the Non-Independent Directors was carried out by the Independent Directors at their separate meeting held during the year.

The Independent Directors have expressed satisfaction at the robustness of the evaluation process through online, the Board’s freedom to express its views on matters transacted at the Meetings and the openness and transparency with which the Management discusses various subject matters specified on the agenda of meetings.

The consolidated Board evaluation report was provided to the Chairman of the Nomination and Remuneration Committee

who briefs the Independent Directors on the same and Board Chairperson. The Board Chairperson discussed the results of evaluation of the individual Directors separately with them in detail and also the action areas identified in the process are being implemented to ensure a better interface at the Board/ Management level.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms that:

a) in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 the Company at the end of the financial year and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL:

Mr. M. R. Jaishankar, Chairman & Managing Director, Mr. Atul Goyal, Chief Financial Officer and Mr. P. Om Prakash, Company Secretary & Compliance Officer are the Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013.

There was no change in the Key Managerial Personnel during the year.

REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and appended as Annexure-2 to this Report.

The details of employees who are in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-3. In terms of Section 136(1) of the Companies Act, 2013 and the Rules made there under, the Annual Report is being sent to the shareholders and others entitled thereto excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary & Compliance Officer.

STATUTORY AUDITORS:

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number 101049W/E00004) were reappointed at the Twenty Fourth Annual General Meeting held on August 14, 2019 as the Statutory Auditors of the Company for a period of 5 years till the conclusion of Twenty Ninth Annual General Meeting of the Company.

There are no qualifications or adverse remarks in the Statutory Auditor’s Report for the financial statements for the year ended March 31, 2022 which requires any explanation from the Board of Directors.

SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of the Companies Act, 2013, the Board of Directors of the Company have appointed Mr. K Rajshekar, Practicing Company Secretary (CP No.2468) to conduct the Secretarial Audit for the financial year 2021-22. The report of the Secretarial Auditor is appended to and forms part of this Report as Annexure-4.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records. Further, the cost accounting records maintained by the Company are required to be audited.

The Board of Directors of the Company have appointed M/s. Murthy & Co. LLP, Cost Accountants (LLP ID No. AAB-1402) as Cost Auditors to audit the cost accounting records maintained by the Company under the said Rules for the financial year 2021-22 at a fees of ''1.25 Lakhs plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the Members at the Annual General Meeting.

Accordingly, a resolution seeking the shareholder’s ratification of the remuneration payable to the Cost Auditor for the financial year 2021-22 is included in the Notice convening the Twenty Seventh Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT:

Your Company provides utmost importance to the best Governance practices and are designed to act in the best interest of its stakeholders. The Board of Directors reaffirm their continued commitment to good corporate governance practices. The fundamentals of Governance at Brigade includes transparency, accountability, integrity and Independence.

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance including a certificate from Ms. Aarthi G. Krishna, Practicing Company Secretary (CP No. 5645) confirming compliance is annexed to and forms an integral part of this Report.

SUSTAINABILITY REPORT:

SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from the financial year 2022-23, while disclosure is voluntary for the financial year 2021-22.

The Sustainability Report for the financial year 2021-22 is aligned with the Global Reporting Initiative (GRI) standards and includes sector specific disclosures relating real estate sector. The report also covers the Business Responsibility and Sustainability Reporting (''BRSR'') requirements of Securities and Exchange Board of India which is voluntary for the financial year 2021-22.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans given, investments made, securities provided and guarantees given as required under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014 are provided in Notes 6 and 7 read with Note 34 of standalone financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2021-22, all the transactions with related parties were entered into at arm’s length basis and in the ordinary course of business.

Further, there are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large.

Transactions with related parties entered during the year are listed out in Note 34 forming part of the standalone financial statements.

The Company’s policy on dealing with Related Parties as approved by the Board is available on the Company’s website at: https://cdn.briqadeqroup.com/assets/docs/investor/policies/ policv-on-related-partv-transactions-14042022.pdf

INTERNAL FINANCIAL CONTROL SYSTEM:

As per Section 134 of the Companies Act, 2013, the term ‘Internal Financial Controls’ (IFC) means the policies and procedures adopted by the Company for ensuring:

a) orderly and efficient conduct of its business, including adherence to company’s policies,

b) safeguarding of its assets,

c) prevention and detection of frauds and errors,

d) accuracy and completeness of the accounting records, and

e) timely preparation of reliable financial information.

The Company has adequate internal financial control systems in place with reference to the financial statements.

The Company’s internal financial controls are commensurate with the scale and complexity of its operations. The controls were tested during the year and no reportable material weaknesses identified either in their design or operations of the controls were observed.

COMMITTEES OF THE BOARD:

As on March 31, 2022, the Board had 6 Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Corporate Social Responsibility Committee

d) Stakeholders Relationship Committee

e) Risk Management Committee

f) Committee of Directors

AUDIT COMMITTEE:

The Audit Committee comprises five members. The Chairman of the Committee is an Independent Director. The Committee met five times during the year. Details of the role and responsibilities of the Committee, the particulars of meetings held and attendance of the Members at such Meetings forms part of Corporate Governance Report annexed to this Report.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three members, all being Independent Directors. The Committee met five times during the year. Details of the role and responsibilities of the Committee, the particulars of meetings held and attendance of the Members at such Meetings forms part of Corporate Governance Report annexed to this Report.


STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee comprises three Members. The Committee met four times during the year. Details of the role and responsibilities of the Committee, the particulars of meetings held and attendance of the Members at such Meetings forms part of Corporate Governance Report annexed to this Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

A Corporate Social Responsibility Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The Committee comprises four members. The details of the constitution of the Committee, scope and functions are listed out in the Corporate Governance Report annexed to this Annual Report.

The disclosures as required under Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure-5 to this Report.

RISK MANAGEMENT COMMITTEE:

The Company has constituted a Risk Management Committee aligned with the requirements of the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consisting of Executive Directors and Independent Directors to identify and assess business risks and opportunities. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

COMMITTEE OF DIRECTORS:

The Company has constituted a Committee of Directors consisting of Executive Director and Independent Directors and delegated powers relating to certain regular business activities. The Committee met seven times during the year.

The particulars of meetings held and attendance of the Members at such Meetings forms part of Corporate Governance Report annexed to this Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has a well-established whistle blower policy as part of vigil mechanism for observing the conduct of Directors and employees and report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of conduct to the Ethics Committee members or the Chairman of the Audit Committee.

This mechanism also provides for adequate safeguards against victimization of Director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The details of the Whistle Blower Policy and the Committee

which oversees the compliance are explained in detail in the Corporate Governance Report.

There were no complaints received during the financial year 2021-22.

ANNUAL RETURN:

In accordance with the Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, the Annual Return of the Company is available on the website of the Company at: https://www.brigadeqroup.com/ investor/financials-and-reports/annual-return

CODE OF CONDUCT:

Your Company has in place a Code of Conduct which helps to maintain high standards of ethics for the Company’s employees.

The Code lays down the standard of conduct which is expected to be followed by the Directors and by the senior management employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Company has adopted a Code of Conduct which applies to all its Directors and employees in terms of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Board Members and the Senior Management Personnel of your Company have affirmed their compliance with the Code of Conduct for the current year.

A declaration signed by the Chairman and Managing Director and Chief Financial officer affirming compliance of the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2021-22 is annexed and forms part of the Corporate Governance Report.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading (‘Code’) in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to regulate trading in securities by the Directors and designated employees of the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors and Designated Persons.

The Code requires pre-clearance for dealing in the Company’s shares for all transactions by Directors and designated employees (together called Designated Persons) and prohibits the purchase or sale of Company’s securities by Designated Persons while in possession of unpublished price sensitive information in relation to the Company. Further, trading in securities is also prohibited for Designated Persons during the period when

the Trading Window is closed. The Company Secretary is responsible for implementation and monitoring of the Code.

The Company also has in place a Code for practices and procedures for fair disclosure of unpublished price sensitive information which is available on the website of the Company at: https://cdn.briqadeqroup.com/assets/docs/investor/policies/ fair-disclosure-policy-25032022.pdf

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings & outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is appended as an Annexure-6 to this report.

HUMAN RESOURCES:

Your Company is determined to accelerate its growth story by corresponding to the changing needs of diverse workgroup by fostering an engaging work environment, to constantly build the unique capabilities and skills of the people. Robust Human Resource policies are in place which enables building a stronger performance culture and at the same time developing current and future leaders.

The employee strength of the Company, at the end of FY i.e., March 31, 2022 was 625.

Your Company has in place Code of Ethics for all the employees which serves as a common guide to employees and decision makers in the organisation. It specifies how the organisation expects its employees to behave, what kind of behavior it considers acceptable or unacceptable, the kind of business practices it endorses, the values that it holds in high regard. This enables a healthy corporate culture and makes it possible for individuals to exercise their judgment confidently, knowing the decisions they are making are in sync with the organisation’s point of view and systems of operation.

In order to provide women employees a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace. As an organization, the Company is committed to ensure that every employee is treated with dignity and respect and works in a conducive work environment, which promotes professional growth of employee and encourages equality of opportunity.

All women who are associated with the Company-either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. Further, to provide an

empowering and enabling atmosphere to women employees the Company has continuously endeavored to build the work culture, which promotes the respect and dignity of all women employees across the organisation. The Company has formulated a comprehensive policy on prevention, prohibition and redressal against sexual harassment of women at workplace, which is also in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said policy has been made available on the internal portal of the Company for information of all employees.

The Company has “Internal Committee’’ (IC) to consider and redress complaints relating to sexual harassment. Majority of the committee members are women staff. One of the female employee is the Chairperson of the Committee and there is one external member on the Committee who is a specialist in dealing with such matters.

No complaints pertaining to sexual harassment of women employees were received during the year ended March 31, 2022.

The Company believes that only way it can excel is by empowering its people and consistently providing opportunities to learn and grow. Our Learning & Development process for employees is focused on supporting high performance through various approaches driven comprehensively by HR, Business Excellence, QA/ QC, Safety & Technical training teams. The Company aims to contribute to the overall development of its employees through extensive training and motivational programs. The Board of Directors would like to express their appreciation to employees for their sincerity, hard work, dedication and commitment.

AWARDS AND RECOGNITIONS:

As on date of this report, your Company has received numerous awards and accolades which were conferred by reputable organizations. Some of the awards and recognitions your Company received are as under:

a) Recognized as one of the ‘India’s Top 100 Best Companies to Work for 2021’ by the Great Place to Work Institute and Economic Times, for the 12th year in a row.

b) Recognized as a ‘Great Place to Work for Women’ by the Great Place to Work Institute.

c) Brigade Hospitality Services Limited ranked 1st amongst India’s Great Mid-Size Workplaces in 2021 by the Great Place to Work Institute and the Economic Times and 4th rank in Small and Medium Workplaces in Asia.

d) ESG India Leadership Awards 2021 - for Leadership in Green Product and Service, presented by Acuite and ESG Risk Investments and Mergers.

e) 16th Construction World Awards 2021 - Ranked 1st Place in India’s Top Builders category.

f) CIA World Construction and Infra Awards 2021 - Recognised as ‘Best Developer in Residential Sector (Large Category)’.

g) 13th Realty Conclave Excellence Awards 2021 South -Recognised as ‘Commercial Project of the year for Word Trade Center, Chennai’.

h) Construction World, Conclave and Awards - Stalwarts of the South, Bengaluru - for Contribution towards Strengthening the Built Environment.

i) Brigade Group was recognized as one of the Best Organization for Women - 2022 by the Economic Times, presented by FEMINA.

j) Brigade Group was certified for creating a Safe Workplace Award presented by Cecure Us.

k) CII-SR EHS Excellence Awards 2021 - Gold Award was presented to Brigade Citadel.

l) CII-SR EHS Excellence Awards 2021 - Bronze Award was presented to Brigade Twin Towers.

m) Mr. M R Jaishankar conferred with Honorary Doctorate Degree by Bengaluru City University for extraordinary achievements and notable service to society.

n) Ms. Nirupa Shankar, Executive Director, recognised for her contribution in Real Estate and Proptech at the BW Disrupt Women Entrepreneurship Awards 2021 and she is also recognized by the Economic Times as India Inc’s Top Young 40 Leaders under the age of 40.

ADDITIONAL INFORMATION TO SHAREHOLDERS:

All important information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company’s website https://BrigadeGroup.com/investor on a regular basis.


DISCLOSURES:

a) No frauds were reported by the Auditors as specified under Section 143 of the Companies Act, 2013 for the financial year ended March 31, 2022.

b) There are no Corporate Insolvency proceedings initiated against the company under Insolvency and Bankruptcy Code, 2016.

c) There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

d) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year till the date of this report.

e) There is no change in the nature of the business of the Company.

f) There are no differential voting rights shares issued by the Company.

g) Neither the Managing Director nor the Whole-time Director have received any remuneration or commission from any of the subsidiaries, joint ventures or associates.

h) There were no sweat equity shares issued by the Company.

ACKNOWLEDGEMENTS:

Your Directors would like to thank shareholders for reposing confidence and faith in the Company and its management. Your Directors would also like to take this opportunity to thank customers, employees, suppliers, contractors, bankers, business associates, partners and statutory authorities for their continuous support, co-operation, encouragement and patronage.

By order of the Board For Brigade Enterprises Limited

Place: Bengaluru M. R. Jaishankar

Date: May 12, 2022 Chairman & Managing Director

DIN: 00191267


Mar 31, 2018

Dear Members

The have pleasure in presenting the Twenty Third Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18 2016-17

Total Revenue

1,36,827

1,58,999

1,94,551

2,05,838

Operating Expenditure

86,412

1,09,999

1,34,274

1,44,978

Earnings before Interest, Depreciation & Amortization Depreciation & Amortization

50,415

6,905

49,000

7,604

60,277

13,766

60,860

12,255

Finance Costs

18,329

17,953

25,940

24,648

Profit before Tax from Continuing Operations

25,181

23,443

20,571

23,957

Expense on Demerger

-

-

1,154

-

Profit before tax and after Exceptional Items

25,181

23,443

19,417

23,957

Tax Expense

Current Tax

6,755

6,111

9,778

9,267

Deferred tax charge/(credit)

375

797

(3,496)

(1,951)

Profit for the year from Continuing Operations

18,051

16,535

13,135

16,641

Discontinued Operations

Profit/Loss from Discontinued Operations

-

(138)

-

-

Profit for the Year

18,051

16,397

13,135

16,641

Share of profit from associate

-

-

153

79

Net Profit after taxes & Share of Profit of Associate

18,051

16,397

13,288

16,720

Other Comprehensive income (net of tax)

104

32

113

31

Total Comprehensive income for the year

18,155

16,429

13,401

16,751

Profit/(loss) attributable to:

Equity holders of the Parent

-

-

14,033

15,339

Non-Controlling Interests

-

-

(632)

1,412

Details of Appropriations:

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

Surplus in the retained earnings as per last financial statements

78,363

62,513

71,192

56,706

Total Comprehensive income for the year (net of Non-controlling interest)

18,155

16,429

14,033

15,339

Less: Cash dividends declared and paid

Final Dividend for FY 2016-17

3,392

-

3,392

-

Less: Tax on dividends paid on Final Dividend

691

-

691

-

Less: Other adjustments (Net)

-

579

364

853

Net Surplus in the statement of profit and loss carried forward

92,435

78,363

80,778

71,192

FINANCIAL OVERVIEW:

During the financial year 2017-18, the Company has on a standalone basis, clocked a total income of Rs.1,36,827 Lakhs as compared to Rs.1,58,999 Lakhs for the previous year ended March 31, 2017, a decrease of 14% on a year-on-year basis. Earnings before Interest,Tax, Depreciation and Amortization (EBITDA) has increased from Rs.49,000 Lakhs to Rs.50,415 Lakhs an increase of 3%. Total Comprehensive income was at Rs.18,155 Lakhs for the financial year ended March 31, 2018 as compared to Rs.16,429 Lakhs for the previous year, an increase by 11%.

The consolidated revenue for the Company for the financial year 2017-18 was Rs.1,94,551 Lakhs as compared to Rs.2,05,838 Lakhs in the previous year, a decrease of 5% on year-on-year basis. Earnings before Depreciation, Interest, Tax and Amortization (EBITDA) marginally decreased from Rs.60,860 Lakhs in the previous year to Rs.60,277 lakhs, for the financial year 2017-18. Total Comprehensive income was at Rs.13,401 Lakhs for the financial year ended March 31, 2018 as compared to Rs.16,751 Lakhs for the previous year, a decrease by 20%.

SUBSIDIARIES/ JOINT VENTURES AND ASSOCIATES:

The Company had a total of 15 subsidiaries, 2 limited liability partnerships and 1 associate company as at March 31, 2018.

SCHEME OF ARRANGEMENT:

During the Year under review, the Scheme of Arrangement between the Company and its three wholly owned subsidiaries namely Brigade Hotel Ventures Limited, Brigade Hospitality Services Limited and Augusta Club Private Limited for transfer of the “Hotel business undertaking”, Integrated Clubs and Convention Centres business undertaking and Augusta Club business undertaking respectively to the said subsidiaries were approved by the Secured Creditors, Unsecured Creditors and Shareholders of the Company in their respective meetings. The appointed date for the Scheme of Arrangement was October 01, 2016. The Hon’ble National Company Law Tribunal Bengaluru passed the Order approving the Scheme of Arrangement on March 13, 2018. The Order was filed with the Ministry of Corporate Affairs on April 01, 2018. The Scheme of Arrangement will enable focused approach for the respective business undertakings for growth and to unlock the intrinsic value at the appropriate time.

FINANCIAL STATEMENTS OF SUBSIDIARIES AND ASSOCIATE COMPANIES:

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consolidated financial statements have been prepared by the Company which forms part of this Annual Report. A statement containing the salient features of the financial statements of subsidiaries/associates as required in Form AOC 1 is enclosed as Annexure-1 to this Report.

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves during the financial year 2017-18.

DIVIDEND:

The Board of Directors of the Company have recommended a dividend of Rs.2.00 (Rupees Two only) (20%) per Equity Share of Rs.10 each which is subject to approval of the Shareholders in the ensuing Annual General Meeting of the Company.

The Dividend Distribution Policy of the Company is enclosed as Annexure-2 to this Report and which is also hosted on the website of the Company (wwwbrigadegroup.com).

FIXED DEPOSITS:

The Company has not accepted any fixed deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Accordingly, no amount is outstanding as on the balance sheet date.

DEBENTURES:

During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures.

DEPOSITORY SYSTEM:

Company’s equity shares are tradable only in electronic form. As on March 31, 2018, 99.99% of the Company’s total paid up equity share capital representing 13,60,74,104 shares are in dematerialised form.

TRANSFER TO INVESTOR PROTECTION FUND:

During the year, the Company transferred ‘1,30,141/- to the Investor Education and Protection Fund, the amount in unpaid Dividend Account opened in 2009-10 which was due & payable and remained unclaimed & unpaid for a period of seven years as provided under Section 124(5) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016. The Company pursuant to the circulars issued by Ministry of Corporate Affair under the aforesaid rules mandated the transfer of shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more to the demat account of the Investor Education and Protection Fund Authority. The Company has accordingly transferred 10,040 shares to the demat account of the Investor Education and Protection Fund Authority. The details of the above are provided in the website of the Company at www.brigadegroup.com.

QUALIFIED INSTITUTIONAL PLACEMENT:

During the year, your Company has successfully completed a Qualified Institutional Placement (QIP) raising Rs.499,99,99,777.50 from Qualified Institutional Buyers by issue of 2,19,78,021 equity shares of Rs.10/- each at an issue price of Rs.227.50 per equity share including premium of Rs.217.50 per share. The monies raised has been utilised in line with the objects to the issue mentioned in the Placement Document.

EMPLOYEE STOCK OPTION SCHEME:

The Employee Stock Option Scheme titled “Brigade Employee Stock Option Plan 2011” was rolled out in the financial year 2014-15. Statement giving detailed information on the plan in accordance with SEBI Regulations is contained in Annexure-3 to this Report.

During the year, the Company has obtained the approval of the Shareholders for new ESOP scheme “Brigade Employee Stock option Plan 2017” and obtained in-principle approval of the Stock Exchanges for the Scheme. The Company has not issued any grants under the Brigade Employee Stock option Plan 2017 in the financial year 2017-18.

SHARE CAPITAL:

The authorised share capital of the Company is Rs.150,00,00,000/divided into 15,00,00,000 equity shares of ‘10/- each. During the year, the Company has issued and allotted 4,31,850 equity shares of the Company to the eligible employees on exercise of options granted under the Brigade Enterprises Limited Employee Stock Option Scheme, 2011 and 2,19,78,021 equity shares to Qualified Institutional Buyers CQIB’s) in the Qualified Institutional Placement (QIP) Issue. Consequently, the issued, subscribed and paid-up equity share capital of the Company has increased from 11,36,64,740 equity shares of Rs.10/- each to 13,60,74,611 equity shares of Rs.10/- each.

OPERATIONAL REVIEW:

The operations of the Company can be classified into two main Segments:

1. Income from construction and development of Real Estate Projects

2. Lease Rental Income from Office and Retail Assets

The Real Estate segment specialises in development of residential and commercial projects on sale basis. The revenues of this segment is recognised either on percentage of completion method during construction or unit sale method after the completion of the projects.

The Office and Retail segment concentrates on developing office and retail assets and identifying suitable tenants on long term lease for the Assets owned by the Company.

A detailed information of ongoing projects as on March 31, 2018 has been given in the Management Discussion and Analysis Report which is forming part of the Annual Report.

PROPOSED PROJECTS

The Group proposes to launch 11.58 mn. sq. ft. in the financial year 2018-19. This will comprise of 8.31 mn. sq. ft. of residential space and 3.27 mn. sq. ft. of commercial space. A total 304 keys will be launched in hospitality business in the financial year 2018-19.

COMPLETED PROJECTS

During the financial year 2017-18 a total of 5.05 mn. sq ft. has been constructed.

ONGOING PROJECTS

The group is currently having ongoing real estate projects aggregating to 12.33 mn. sq. ft of saleable area, commercial projects aggregating to 6.71 mn. sq. ft. and hospitality projects aggregating to 508 keys.

BOARD OF DIRECTORS:

The Board of Directors of the Company as on March 31, 2018 comprises of 9 Directors out of which 2 are Executive Directors, 2 Non-Executive Directors and 5 Non-Executive Independent Directors. The composition of the Board of Directors is in due compliance of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS:

During the year under review, the Board of Directors of the Company has met 8 times on the following dates:

- April 25, 2017

- May 22, 2017

- July 31, 2017

- August 08, 2017

- September 21, 2017

- November 10, 2017

- February 08, 2018

- March 23, 2018

In accordance with the provisions of the Companies Act, 2013, a separate meetings of the Independent Directors and other Directors of the Company was held on March 23, 2018.

A detailed note on the composition of various Committees of the Board and their meetings including the terms of reference were given in the Corporate Governance Report forming part of the Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Directors of the Company are appointed by the members at annual general meetings in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

The Company has adopted the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to the appointment and tenure of Independent Directors.

The Company’s Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel is contained in Annexure-4.

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS :

In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act, 2013, Ms. Githa Shankar (DIN 01612882), Whole-time Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

In the Board Meeting of the Company held on May 16, 2018, Mr. Pradeep Kumar Panja (DIN: 03614568) and Dr. Venkatesh Panchapagesan (DIN: 07942333), have been appointed as an Independent Directors for a period of five years with effect from May 16, 2018 and Ms. Pavitra Shankar (DIN: 08133119), Ms. Nirupa Shankar (DIN: 02750342) and Mr. Amar Mysore (DIN: 03218587), have been appointed as Wholetime Directors, designated as Executive Directors of the Company for a period of five years with effect from May 16, 2018.

The Notice convening the Annual General Meeting includes the proposals for the appointment of the Directors. Brief resume of the Directors proposed to be appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship/ membership/ chairmanship of the Board or Committees, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been provided as an annexure to the Notice convening the Twenty Third Annual General Meeting.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have provided the declaration of Independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD:

The Board conducted an evaluation of itself & its Committees based on identified criteria and framework pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board evaluated and assessed the performance and potential of each Director.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and the performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of independent directors, at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of the independent directors has been done by the entire Board excluding the independent director being evaluated.

Pursuant to SEBI guidelines on Board Evaluation, Independent Directors have also reviewed the quality, content and timelines of the flow of information between the management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms that:

a) in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors had 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 the Company at the end of the financial year and of the profit of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) there are proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Suresh K resigned from the position of Chief Financial Officer & Key Managerial Personnel with effect from July 31, 2017 and subsequently Mr. K. P. Pradeep has been appointed as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from August 04, 2017.

Mr. M. R. Jaishankar, Chairman & Managing Director, Mr. K. P. Pradeep, Chief Financial Officer and Mr. P. Om Prakash, Company Secretary & Compliance Officer are the Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013.

REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The particulars as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is contained in Annexure-5.

The details of employees who are in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-6. In terms of Section 136(1) of the Companies Act, 2013 and the Rules made thereunder, the Annual Report is being sent to the shareholders and others entitled thereto excluding the aforesaid annexure. Any shareholder interested in obtaining the same may write to the Company Secretary.

STATUTORY AUDITORS:

Messers S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number 101049W/E300004 were appointed at the Nineteenth Annual General Meeting held on August 5, 2014 as the Statutory Auditors of the Company for a period of 5 years till the conclusion of Twenty Fourth Annual General Meeting of the Company. They have confirmed their eligibility for the FY 2018-19 under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. The Companies Amendment Act, 2017 has omitted the requirement of ratification of the appointment of Statutory Auditors at every annual general meeting. The relevant amendment made effective on May 7, 2018. Hence the ratification of the appointment of Statutory Auditors at the ensuing 23rd AGM is not required.

SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of the Companies Act, 2013, the Board of Directors of the Company have appointed Mr. K Rajshekar, Practicing Company Secretary (CP No.2468) to conduct the Secretarial Audit for the financial year 2017-18 and his Report on Company’s Secretarial Audit is appended as Annexure-7 to this Report.

COST AUDITORS:

The Board of Directors of the Company have appointed Messrs Murthy & Co. LLP, Cost Accountants (LLP ID No. AAB-1402) as Cost Auditors of the Company for the financial year 2017-18 at a fee of Rs.1.25 lakhs plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the Shareholders at the Annual General Meeting of the Company pursuant to provisions of Section 148 of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintaining the highest standards of Corporate Governance. A detailed report on Corporate Governance pursuant to Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

The certificate issued by Ms. Aarthi G. Krishna, Practicing Company Secretary (CP No.5645) affirming compliance with the various conditions of Corporate Governance is attached to the report on Corporate Governance.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, securities provided and guarantees given are provided in note 6 and 7 forming part of the standalone financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions entered into during the financial year 2017-2018 with related parties were in the ordinary course of business and on arm’s length basis and with the prior approval of the Audit Committee.

The Company has formulated a policy on Related Party Transactions which is available on the website of the Company at http://www.brigadegroup. com/investor/images/policy-related-party-transactions.pdf.

During the year the Company has not entered in to any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Transactions with related parties during the year are listed out in note 33 forming part of the standalone financial statements.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has adequate internal financial control systems in place with reference to the financial statements.

During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls.

RISK MANAGEMENT COMMITTEE:

As required under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has constituted a Risk Management Committee consisting of Executive Director, Non-Executive Director and Independent Directors to identify and assess business risks and opportunities. The Risk Management Committee identifies the risks at both enterprise level as well as at the project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation monitored. The key risks and mitigation actions will also be placed before the Audit Committee of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The details of the constitution of the Committee, scope and functions are listed out in the Corporate Governance Report annexed to this Report.

The disclosures as required under Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure-8 to this Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns, illegal, unethical behaviour, suspected fraud or violation of laws, rules and regulation or conduct to the Ethics Committee members and the Chairman of the Audit Committee. The details of which have been given in the Corporate Governance Report forming part of this Annual Report.

EXTRACT OF ANNUAL RETURN:

In terms of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2017-18 in Form No. MGT-9 is appended as Annexure-9 to this Report.

CODE OF CONDUCT:

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the declaration signed by the Chairman and Managing Director and Chief Financial Officer affirming compliance of the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2017-18 is annexed and forms part of the Corporate Governance Report.

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings & outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is appended as an Annexure-10 to this report.

HUMAN RESOURCES:

The Company has a total workforce of 678 as on March 31, 2018. The Company believes that only way it can excel is by empowering its people and consistently providing opportunities to learn and grow. Our Learning & Development process for employees is focused on supporting high performance through various approaches driven comprehensively by HR, Business Excellence, QA/QC, Safety & Technical training teams. The Company aims to contribute to the overall development of its employees through extensive training & motivational programmes. The Board of Directors would like to express their appreciation to employees for their sincerity, hard work, dedication and commitment.

As part of the policy for Prevention of Sexual Harassment in the organization, the Company has in place a Committee called “Complaints Redressal Committee’’ for prevention and redressal of complaints on sexual harassment of women at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and relevant rules thereunder. During the period under review, no complaints were received by the Committee.

AWARDS AND RECOGNITIONS:

Among the significant awards Brigade Group has received in 2017-18 are:

- Brigade has been recognized for being amongst the best in the Construction and Real Estate industry, at the Great Place To Work for 2017 Awards.

- WTC Kochi won the ‘Commercial Project of the Year’ award at the 9th Realty Plus Excellence Awards (SOUTH) 2017.

- Brigade Palmgrove, Mysuru won in the ‘Villas & Row Houses’ category at the CREDAI Karnataka’s CARE Awards 2017.

- Brigade was recognised as one of India’s Top Builders at the Construction World Architects & Builders Award 2017.

- Brigade Palmgrove won the first prize and Brigade Symphony won the second prize for the ‘Best Landscaped Gardens’ at the Annual Mysuru Dasara Flower Show 2017 jointly organised by Horticulture Department, District Horticulture Association and Mysuru City Corporation (MCC), at Mysuru.

- Brigade Exotica won the Best Residential Project at the CIA World Construction & Infra Awards 2018.

- Brigade Palmgrove Mysore won the Premium Villa Project of the Year at NDTV Property Awards 2018.

- Brigade won the first runner up award for Excellence in Workplace Safety Award from CII, Institute of Quality.

- Brigade was recognised as one of Bengaluru’s Hot 50 Brands at the Brand Summit & Hot Brands 2018 event organised by Paul Writer.

- Orion East won in the ‘Shopping Malls’ category at the CREDAI Karnataka’s CARE Awards 2017.

- Orion Mall won the Images Most Admired Shopping Centre of the Year: Metro South at the Images Shopping Centre Awards 2017.

- Orion Mall won the Images Most Admired Shopping Centre of the Year: Marketing and Promotions-South at the Images Shopping Centre Awards 2017.

- Orion Mall won the Images Most Admired Shopping Centre of the Year: Best Sales Per sqft.-South at the Images Shopping Centre Awards 2017.

- Brigade has been recognised as one of the ‘Companies with Great Mangers’ in India. Two managers from Brigade were selected in the list ‘Hunt for Great Managers’- Ms. Jayashree Venkatesh-Sr. General Manager-QS received the award in the category ‘Women Leaders’ and Mr. Manu R- Sr. DGM-Facilities received the award in the category ‘Overall’.

- Mr. M R Jaishankar is ranked no.27th amongst the Top 100 CEO’s of India and 2nd in the Real Estate and Construction Sector by Business Today & PwC.

- Mr. M R Jaishankar, CMD, Brigade Enterprises Ltd. was awarded the ‘Scroll of Honour’ for his contributions to the real-estate sector at 9th Realty Plus Excellence Awards (SOUTH) 2017.

- Mr. M R Jaishankar was felicitated for being one of the top 10 visionaries from South India, who have built great consumer Brands, Retail Concepts and Shopping & Leisure Spaces at Images South India Retail Award 2017.

- Mr. M R Jaishankar was conferred the ‘Entrepreneur Extraordinaire Award’ by Builders Association of India, Mysuru Centre.

- Ms. Nirupa Shankar, Director of Brigade Hospitality Services Limited, won the ‘Woman CXO of the year’ award at 9th Realty Plus Excellence Awards (SOUTH) 2017.

ADDITIONAL INFORMATION TO SHAREHOLDERS:

All important information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company’s website www.BrigadeGroup.com on a regular basis.

DISCLOSURES:

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year till the date of this report.

There is no change in the nature of the business of the Company.

There are no differential voting rights shares issued by the Company.

Neither the Managing Director nor the Whole-time Director have received any remuneration or commission from any of the subsidiaries, joint ventures or associates.

There were no sweat equity shares issued by the Company.

ACKNOWLEDGEMENTS:

Your Directors would like to thank shareholders for reposing confidence and faith in the Company and its management. Your Directors would also like to take this opportunity to thank customers, employees, suppliers, contractors, bankers, business associates, partners and statutory authorities for their continuous support, co-operation, encouragement and patronage.

By order of the Board

For Brigade Enterprises Limited

Place: Bangalore M. R. Jaishankar

Date: May 16, 2018 Chairman and Managing Director


Mar 31, 2017

Dear Members

We have pleasure in presenting the Twenty Second Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2017.

FINANCIAL HIGHLIGHTS:

(Rs, in Lakhs)

Particulars

Standalone

Consolidated

2016-17

2015-16

2016-17

2015-16

Total Revenue

1,74,774

1,66,811

2,05,838

2,07,067

Operating Expenditure

1,20,444

1,20,771

1,44,978

1,54,776

Earnings before Interest, Depreciation & Amortization

54,330

46,040

60,860

52,291

Depreciation & Amortization

10,871

9,798

122,55

10,592

Finance Costs

20,050

15,040

24,648

19,901

Profit Before share in profit of associate and Tax

23,408

21,202

23,957

21,798

Share of profit from associate

-

-

120

129

Profit Before Tax

23,408

21,202

24,077

21,927

Tax Expense

Current Tax

6,099

6,436

9,267

8,348

Deferred tax charge/(credit)

797

34

(1,910)

(329)

Profit for the year

16,512

14,732

16,720

13,908

Other Comprehensive income (net of tax)

32

(74)

31

(85)

Total Comprehensive income for the year

16,544

14,658

16,751

13,823

Profit/(loss) attributable to:

Equity holders of the Parent

-

-

15,339

12,309

Non-Controlling Interests

-

-

1,412

1,514

Details oF Appropriations:

(Rs, in Lakhs)

Particulars

Standalone

Consolidated

2016-17

2015-16

2016-17

2015-16

Surplus in the retained earnings as per last financial statements

62,582

53,634

56,707

50,885

Total Comprehensive income for the year (net of Non-controlling interest) Less: Cash dividends declared and paid

16,544

14,658

15,339

12,309

Final Dividend for FY 2014-15

-

2,255

-

2,255

Interim Dividend for FY 2015-16

-

2,263

-

2,263

Less: Tax on dividends paid

On Final Dividend

-

451

-

451

On Interim Dividend

-

468

-

468

Add: Dividend Tax Credit availed

546

-

-

Less: Other adjustments (Net)

579

819

853

1,050

Net Surplus in the statement of profit and loss carried forward

78,547

62,582

71,193

56,707

FINANCIAL OVERVIEW:

During the financial year 2016-17, the Company has on a standalone basis, clocked a total income of Rs, 1,74,774 Lakhs as compared to Rs, 166,811 Lakhs for the previous year ended 31st March, 2016, an increase of 5% on a year-on-year basis. EBITDA has increased from Rs, 46,040 Lakhs to Rs, 54,330 Lakhs an increase of 18%. Total Comprehensive income was at Rs, 16,544 Lakhs for the financial year ended March 31, 2017 as compared to Rs, 14,658 Lakhs for the previous year, an increase by 13%.

The consolidated revenue for the Company for the financial year 2016-17 was Rs, 2,05,838 Lakhs as compared to Rs, 2,07,067 Lakhs in the previous year, a decline of 0.6% on year-on-year basis. EBITDA increased from Rs, 52,291 Lakhs in the previous year to Rs, 60,860 Lakhs, for the financial year 2016-17, an increase of 16%. Total Comprehensive income was at Rs, 16,751 Lakhs for the financial year ended 31st March, 2017 as compared to Rs, 13,823 Lakhs for the previous year, an increase by 21%.

SUBSIDIARIES/ JOINT VENTURES AND ASSOCIATES:

The Company had a total of 15 subsidiaries, 2 limited liability partnerships and 1 associate company as on March 31, 2017.

During the year under review, two wholly owned subsidiaries namely "Brigade Hotel Ventures Limited” and "Augusta Club Private Limited” were incorporated to facilitate a Scheme of Arrangement for hiving-off of the hotels business, integrated clubs and convention centres business of the Company.

Further investment in Mysore Projects Private Limited (MPPL) was made by way of subscription to shares and acquiring shares from the existing shareholders thereby making MPPL a wholly owned subsidiary of the Company.

The Company has incorporated Brigade Innovations LLP, a wholly owned subsidiary for undertaking real estate accelerator programme.

SCHEME OF ARRANGEMENT:

During the Year under review, the Board of Directors of the Company approved the hiving off of the Hospitality business in to wholly owned subsidiaries. The Scheme of arrangement was filed with both Stock Exchanges i.e. National Stock Exchange of India Limited on January 25, 2017 and BSE Limited on January 24, 2017 pursuant to Regulation 37 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Company has received the observation letters from the stock exchanges. The implementation of the Scheme will be completed in the next financial year.

FINANCIAL STATEMENTS OF SUBSIDIARIES AND ASSOCIATE COMPANIES:

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013 read with SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, the consolidated financial statements have been prepared by the Company which forms part of this Annual Report. A statement containing the salient features of the financial statements of subsidiaries/ associates as required in Form AOC 1 is enclosed as Annexure-1 to this Report.

TRANSFER TO RESERVES:

An amount of Rs, 579 Lakhs has been transferred out of the current year''s profits to General Reserves towards future capital expansion.

DIVIDEND:

The Board of Directors of the Company have recommended a dividend of Rs, 2.50 (Rupees Two and fifty paisa only) (25%) per Equity Share (including special Dividend of Rs, 0.50 per Equity Share) of Rs, 10 each which is subject to the approval of the Shareholders in the ensuing Annual General Meeting of the Company.

FIXED DEPOSITS:

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Accordingly, no amount is outstanding as on the balance sheet date.

DEBENTURES:

During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures.

DEPOSITORY SYSTEM:

Company''s equity shares are tradable only in electronic form. As on March 31, 2017, 97.23% of the Company''s total paid up equity share capital representing 11,05,19,927 shares are in dematerialized form.

TRANSFER TO INVESTOR PROTECTION FUND:

The Company and the Registrar & Transfer Agents of the Company have sent letters to all members whose dividend were unclaimed so as to ensure that they receive their rightful dues. During the year, the Company transferred '' 1,62,534/- to the Investor Education and Protection Fund, the amount in unpaid Dividend Account opened in 2008-09 which was due & payable and remained unclaimed and unpaid for a period of seven years as provided under Section 124(5) of the Companies Act, 2013.

SHARE CAPITAL:

The authorized share capital of the Company is Rs, 1,50,00,00,000/divided into 15,00,00,000 equity shares of Rs, 10/- each. During the year, the Company had issued and allotted 4,86,125 equity shares of the Company to the eligible employees on exercise of options granted under the Brigade Enterprises Limited Employee Stock Option Scheme, 2011. Consequently, the issued, subscribed and paid-up equity share capital of the Company has increased from 11,31,78,615 equity shares of Rs, 10/each to 11,36,64,740 equity shares of Rs, 10/- each.

RAISING OF CAPITAL:

During the year, The Board of Directors of the Company approved raising of capital of upto Rs, 500 Crores on private placement basis through various means viz. Qualified Institutional Placement, Rights Issue, Preferential Issue etc. in its meeting held on May 16, 2016 and the same was approved by the Shareholders in the 21st Annual General Meeting held on August 31, 2016.

EMPLOYEE STOCK OPTION SCHEME:

The Employee Stock Option Scheme titled "Brigade Employee Stock Option Plan 2011” was rolled out in the financial year 2014-15. Statement giving detailed information on the plan in accordance with SEBI Regulations is contained in Annexure-2 to this Report.

OPERATIONAL REVIEW:

The operations of the Company can be classified into three main Segments:

1. Income from Construction and development of Real Estate Projects

2. Revenue from Hospitality Assets

3. Lease Rental Income from Commercial and Retail Assets

The Real Estate segment specialises in development of residential and commercial Real Estates projects on Sale basis. The revenues of this segment is recognized either on percentage of completion method during construction or unit sale method after the completion of the projects.

The Hospitality segment develops hospitality assets and specialises in identifying Hotel operators and monitoring the operation of the hotel assets.

The Commercial and Retail segment concentrates on developing commercial and retail assets and identifying suitable tenants on long term lease for the Assets owned by the Company.

A detailed information of ongoing projects as on March 31, 2017 has been given in the Management Discussion and Analysis Report which is forming part of the Annual Report.

PROPOSED PROJECTS

The Company proposes to launch 11.53 mn. sq, ft. of new launches in the financial year 2017-18. This will comprise of 5.02 mn. sq. ft. of residential space, 5.76 Million sq. ft. of commercial space and 0.13 mn sq. ft. of hospitality space.

COMPLETED PROJECTS

During the year under review, the equivalent area constructed was 4.52 mn. sq. ft.

ONGOING PROJECTS

The Group currently has 22 ongoing real estate projects aggregating to 15.68 mn. sq, ft. of saleable area. 10 office and retail projects aggregating to 2.65 mn. sq. ft. of developable area and 5 hospitality projects of 0.81 mn. sq, ft of developable area.

BOARD OF DIRECTORS:

The Board of Directors of the Company comprises of 9 Directors of which 2 are Executive Directors, 5 Non-Executive Independent Directors and 2 Non-Executive Directors. The composition of the Board of Directors is in due compliance of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

BOARD MEETINGS

During the year under review, the Board of Directors of the Company met 7 times on the following dates:

- May 16, 2016

- June 17, 2016

- August 4, 2016

- November 14, 2016

- December 15, 2016

- February 3, 2017

- March 16, 2017

In accordance with the provisions of the Companies Act, 2013, a separate meetings of the Independent Directors and other Directors of the Company was held on March 16, 2017.

A detailed note on the composition of various Committees of the Board and their meetings including the terms of reference were given in the Corporate Governance Report forming part of the Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Directors of the Company are appointed by the members at annual general meetings in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

The Company has adopted the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 relating to the appointment and tenure of Independent Directors.

The Company''s Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel is contained in Annexure-3.

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act, 2013, Mr. M. R. Jaishankar (DIN: 00191267), Chairman & Managing Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. M. R. Jaishankar (DIN: 00191267), Chairman & Managing Director and Ms. Githa Shankar (DIN 01612882) Whlole-time Director have been reappointed to their respective position for further period of five years with effect from April 1, 2017.

The Notice convening the Annual General Meeting includes the proposals for the re-appointment of the Directors Brief resume of the Directors proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship/ membership/ chairmanship of the Board or Committees, as stipulated under SEBI (LODR) Regulations, 2015 have been provided as an annexure to the Notice convening the Twenty Second Annual General Meeting.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have provided the declaration of Independence as required under Section 149 (7) of the Companies Act, confirming that they meet the criteria of independence under Section 149 (6) of the Companies Act and SEBI (LODR) Regulations, 2015.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD:

The Board conducted an evaluation of itself & its Committees based on identified criteria and framework pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board evaluated and assessed the performance and potential of each Director.

In a separate meeting of independent directors, performance of no independent directors, performance of the board as a whole and the performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of the independent directors done by the entire board excluding the independent director being evaluated.

The SEBI has issued the guidance note on January 5, 2017 on Board Evaluation, based on guidelines Independent Directors also reviewed the quality, content and timelines of the flow of information between the management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms that:

a) in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors had 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 the Company at the end of the financial year and of the profit of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) there are proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL:

Mr. M. R. Jaishankar, Chairman & Managing Director, Mr. Suresh K, Chief Financial Officer and Mr. P. Om Prakash, Company Secretary & Compliance Officer are the Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013. There has been no change in the key managerial personnel during the year.

REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The particulars as required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is contained in Annexure-4.

The details of employees who are in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5 (2) & 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure- 5. In terms of Section 136 (1) of the Companies Act, 2013 and the Rules made there under, the Annual Report is being sent to the shareholders and others entitled thereto excluding the aforesaid annexure. Any shareholder interested in obtaining the same may write to the Company Secretary.

STATUTORY AUDITORS:

The members of the Company at the Nineteenth Annual General Meeting held on August 5, 2014 approved the appointment of Messers S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number 101049W) as the Statutory Auditors of the Company for a period of 5 years till the conclusion of Twenty Fourth Annual General Meeting, which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The resolution relating to annual ratification of statutory auditors appointment is part of the notice of the Twenty Second Annual General Meeting. Members may ratify the appointment of Messers S. R. Batliboi & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company for the financial year 2017-18.

There are no qualifications or adverse remarks in the Statutory Auditors'' Report for the financial statements for the year ended March 31, 2017 which require any explanation from the Board of Directors.

SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India relating to Board Meetings and Annual General Meetings.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of the Companies Act, 2013, the Board of Directors of the Company have appointed Mr. K Rajshekar, Practicing Company Secretary (CP No.2468) to conduct the Secretarial Audit for the financial year 2016-17 and his Report on Company''s Secretarial Audit is appended as Annexure-6 to this Report.

Secretarial Auditors Observation and Directors explanation thereto:

-In respect of prior intimation under Regulation 29(D(d),(2) & intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Board Meeting held on May 16, 2016.

The Board of Directors of the Company in their meeting held on May 16, 2016 passed an enabling resolution subject to approval of shareholders in a general meeting for raising of capital up to Rs, 500 Crores through various means including preferential issue, qualified institutional placement, rights issue etc. at an appropriate time. The shareholders of the Company in the twenty first annual general meeting approved the passing of this enabling resolution to raise equity at the appropriate time by the Company. The same was communicated to the Stock exchanges as part of the proceedings of the annual general meeting and uploaded on the website of the Company The Board of Directors of the Company in their meeting held April 25, 2017 approved specifically the raising of funds up to Rs. 500 Crores through qualified institutional placement based on the authorization provided by the shareholders. The Company had provided advance intimation under Regulation 29(1)(d) (2) and outcome of the meeting within the time limits stipulated under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015. Hence there was no intention on the part of the Company to deviate from SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

COST AUDITORS:

The Board of Directors of the Company have appointed M/s GNV & Associates, Cost Accountants (Firm Regn No. 000150) as Cost Auditors of the Company for the financial year 2016-17 at a fee of Rs, 1.25 Lakhs plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the Shareholders at the Annual General Meeting of the Company pursuant to provisions of Section 148 of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations, 2015 is forming part of the Report.

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintaining the highest standards of Corporate Governance. A detailed report on Corporate Governance pursuant to Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 forms part of the Annual Report.

The certificate issued by Ms. Aarthi G. Krishna, Practicing Company Secretary (CP No.5645) affirming compliance with the various conditions of Corporate Governance is attached to the report on Corporate Governance.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, securities provided and guarantees given are provided in note 6 and 7 forming part of the standalone financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 2016-2017 with related parties were in the ordinary course of business and on arm''s length basis and with the prior approval of the Audit Committee.

The Company has formulated a policy on Related Party Transactions which is available on the website of the Company at http:// www.brigadegroup.com/investor/images/policy-related-party-transactions.pdf.

During the year, the Company has not entered in to any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Transactions with related parties during the year are listed out in note 33 forming part of the standalone financial statements.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has adequate internal financial control systems in place with reference to the financial statements.

During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls.

RISK MANAGEMENT COMMITTEE:

As required under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee consisting of Executive Director, Non Executive Director and an Independent Directors to identify and assess business risks and opportunities. The Risk Management Committee identifies the risks at both enterprise level as well as at the project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation monitored. The key risks and mitigation actions will also be placed before the Audit Committee of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The details of the constitution of the Committee, scope and functions are listed out in the Corporate Governance Report annexed to this Report.

The disclosures as required under Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure 7 to this Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns, illegal, unethical behavior, suspected fraud or violation of laws, rules and regulation or conduct to the Ethics Committee members and the Chairman of the Audit Committee. The details of which have been given in the Corporate Governance Report forming part of this Annual Report.

EXTRACT OF ANNUAL RETURN:

In terms of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2016-17 in Form No. MGT-9 is appended as Annexure-8 to this Report.

CODE OF CONDUCT:

Pursuant to SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, the declaration signed by the Chairman and Managing Director affirming compliance of the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 201617 is annexed and forms part of the Corporate Governance Report.

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings & outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts] Rules, 2014 is appended as an Annexure-9 to this report.

HUMAN RESOURCES:

The Company has a total workforce of 658 as on March 31, 2017. The Company believes that only way it can excel is by empowering its people and consistently providing opportunities to learn and grow. Our Learning & Development process for employees is focused on supporting high performance through various approaches driven comprehensively by HR, Business Excellence, QA/QC, Safety & Technical training teams. The Company aims to contribute to the overall development of its employees through extensive training & motivational programmes. The Board of Directors would like to express their appreciation to employees for their sincerity, hard work, dedication and commitment.

As part of the policy for Prevention of Sexual Harassment in the organization, the Company has in place a Committee called "Complaints Redressal Committee'''' for prevention and redressal of complaints on sexual harassment of women at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 and relevant rules there under. During the period under review, no complaints were received by the Committee.

AWARDS AND RECOGNITIONS:

Among the significant awards Brigade Group has received in 2016-17 are:

- Brigade Cosmo polis won the Best Residential Project in Bangalore in the Luxury segment at the 11th CNBC Awaaz Awards 2016.

- Brigade at No. 7 won the Best Residential Project in Hyderabad in the Ultra Luxury segment at the 11th CNBC Awaaz Awards 2016.

- Brigade Group won the Integrated Township of the Year - South and Developer of the Year- Mixed Use at the Estate Awards 2017.

- Brigade Group has been Ranked No. 1 in the Real Estate Industry and No. 39 across all Industries in India as India''s Great Companies to Work for 2016 by Great Place to work Institute and the Economic Times.

- Orion East Mall won "Retail Property of the Year-South” at the 5th Indian Retail & e-Retail Awards 2016.

- Brigade Exotica received the ''Best Design Apartment Project of the Year - East Bangalore'' award at the Silicon I ndia Bangalore Real Estate Awards 2016.

- Brigade Group received India''s Top Builders 2016 Award at CWAB Awards.

- Brigade Group won the 1st Runner Up for the South Region in the CII-National Excellence Practice Competition-2016.

- Brigade Group scored a Hat-Trick at the 6th Annual Construction Week India Awards 2016 - Mr. M.R. Jaishankar won the Real Estate Person of the Year Award, Ms. Nirupa Shankar Won the - Young Entrepreneur of the year Award and Brigade Exotica won the Runners Up Award in the High Rise Building Category.

- Orion Mall won 3 Awards at the Times Retail Icon Awards -Bangalore 2016 - Emerging Mall - Orion East, Best Marketing & Promotion - Orion Mall @ Brigade Gateway and Best CSR Activities

- Orion Mall @ Brigade Gateway.

- Aspen @ Brigade Orchards, Won the ICI (BC) - Birla Super Jury Appreciation Award for Outstanding Concrete Structure of Karnataka 2016 in the Building Category.

- Mr. M.R Jaishankar was recognized as a Professional Developer par Excellence by Association of Consulting Civil Engineers (India), Bangalore Centre for his Contributions to the Society at REDECON 2016.

- Brigade won 2 Awards at the Realty Plus Excellence Awards (South) 2016 - Developer of the year - Commercial for Nalapad Brigade Centre & CSR Initiatives of the Year for the Redevelopment of Sitharampalya Lake.

- Mr. M.R. Jaishankar has been recognized as one of India''s Best CEO''s and ranked in the Top 100 CEO''s by Business Today - PwC in the Annual ranking of India''s Best CEO''s 2016.

- Brigade Orchards won the Order of Merit Award at the Businessworld Smart Cities Conclave & Awards.

- Orion Mall won the Retail Property of the Year - South at the Estate Awards 2017.

- Nirupa Shankar, Director - Brigade Hospitality won the ''Restaurant owner of the Year'' award and Saurabh Bakshi, General Manager -Sheraton Grande Bangalore won the ''General Manager of the Year'' award at the Hospitality Leaders'' Industry Choice Awards (HLICA) at the 7th edition of the Hotelier Summit India.

- Mr. Vishal Mirchandani, CEO - Retail & Commercial won the IMAGES Most Admired Shopping Centre Professional of the year Award.

ADDITIONAL INFORMATION TO SHAREHOLDERS:

All important information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company''s website www.BrigadeGroup.com on a regular basis.

DISCLOSURES:

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year till the date of this report.

There is no change in the nature of the business of the Company.

There are no differential voting rights shares issued by the Company.

Neither the Managing Director nor the Whole time Director have received any remuneration or commission from any of the subsidiaries, joint ventures or associates.

There were no sweat equity shares issued by the Company.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation and sincere thanks to all the stakeholders for the continued support and patronage. We look forward to your continued support and co-operation in the way forward.

By order of the Board For Brigade Enterprises Limited

Place: Bangalore M. R. Jaishankar

Date: May 22, 2017 Chairman and Managing Director


Mar 31, 2013

Dear Member,

The have pleasure in presenting the Eighteenth Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2013.

Financial Highlights:

(Rupees in Lakhs)

Particulars Standalone Consolidated

2012-13 2011-12 2012-13 2011-12

Total Revenue 78,812 60,932 83,461 65,103

Operating 57,297 43,153 61,380 47,013 Expenditure

Earnings before Interest, 21,515 17,779 22,081 18,090 Depreciation and Amortisation

Deprecia;ion and 7,224 4,925 7,733 5,323 Amortisation

Finance Cost 8,288 6,039 8,982 6,039

Profit Before Tax 6,003 6,815 5,358 6,728

Tax Expenses

Current Tax 1,201 1,365 1,208 1,368

Deferred tax charge/(Credit) 627 (300) 398 (274)

MAT Credit entitlement (2,250) (59) (2,250) (59)

Profit after Tax 6,425 5,809 6,002 5,693

Minority Interest - - (11) -

Share of profit from - - 131 - Associate

Profit for the year 6,425 5,809 6,122 5,693

Financial Overview Performance

During the financial year 2012-13, the Company has on a standalone basis, registered total revenue of Rs 78,812 Lakhs as compared to Rs 60,932 Lakhs in the previous year, showing a Y-O-Y increase of 30%, EBITDA has increased from Rs 17,779 lakhs to Rs 21,515 lakhs, an increase of 21%.

The consolidated revenue of the company for the financial year 2012-13 was Rs 83,461 lakhs, a growth of 28% from the previous year. EBITDA has increased from Rs 18,090 lakhs to Rs 22,081 lakhs, an increase of 22%.

Transfer to reserves

An amount of Rs 321 lakhs has been transferred out of the current year''s profits to General Reserve.

Dividend

The Board of Directors of the Company have recom- mended a dividend of Rs 1.50 (Rupee One & Paise fifty only) (15%) per equity Share of Rs 10 each which is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The total payment on account of Dividend (including Dividend Tax) shall be Rs 1970 lakhs.

Share Capital

The issued, subscribed and paid up capital of the Company is Rs 112,25,19,400 (Rupees One Hundred and Twelve Crores, Twenty Five Lakhs and Nineteen Thousand and Four Hundred only) divided into 11,22,51,940 (Eleven Crores Twenty Two lakhs, Fifty One Thousand Nine Hundred and Forty Only) equity shares of Rs 10 each.

There has been no change in the share capital of the Company during the year.

Debentures

During the year under review, the company has not issued any debentures. As on date the company does not have any outstanding debentures.

Operational Overview Completed Projects

During the year under review, the Company has completed and capitalised retail and commercial projects measuring 0.81 million and 1.13 million square feet respectively.

Ongoing Projects

The company currently has 16 ongoing residential projects aggregating to 6.55 million square feet of developable area (out of which the Company''s share is about 5.09 million square feet), 6 commercial/retail projects aggregating to 1.84 million square feet of developable area (out of which the Company''s share is about 1.35 million square feet) and 2 Hospitality projects aggregating to 0.40 million square feet of developable area (out of which the Company''s share is about 0.25 million square feet).

Proposed projects

During the financial year 2013-14, the Company proposes to launch residential projects measuring 7.80 million square feet of developable area (out of which the Company''s share is about 5.64 million square feet) and Commercial / Hospitality projects measuring 1.30 million square feet of developable area (out of which the Company''s share is about 0.88 million square feet) in various cities across south India including Bangalore, Mysore and Chennai.

Business Overview

Brigade Enterprises Ltd is a public limited company with its equity shares listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

The operations of the Company can be classified into three main Segments:

- Income from Construction and development of Real Estate Projects

- Revenue from Hospitality Assets

- Lease Rental Income from Commercial and Retail Assets

Real Estate Division specialises in construction and devel- opment of residential and commercial Real Estates projects on Sale basis. The revenues of this vertical is recog- nised either on percentage of completion method during construction or unit sale method after the completion of the projects.

Hospitality division specialises in identifying Hotel operator and monitoring the operation of the hotel assets.

Commercial and Retail Asset Division concentrates on identifying suitable tenants on long term lease for the Assets owned by the Company.

A detailed analysis of completed and ongoing projects as on March 31, 2013 has been given in the Management Discussion and Analysis Report which is part of the Annual Report.

Subsidiaries:

Brigade Hospitality Services Limited (BHSL) is a wholly owned subsidiary of the Company that runs and manages clubs, serviced residences and convention centres. During the financial year 2012-13 BHSL has registered income from operations amounting to Rs 3249 lakhs and earned a profit of Rs 4 Lakhs.

Orion Mall Management Company Limited (OMMCL), a wholly owned subsidiary of the Company undertakes the mall management business. OMMCL manages the 0.8 million sq.ft. of Orion Mall at Brigade Gateway Campus, Bangalore. The Company has posted a turnover of Rs 1,575 Lakhs and incurred a loss of Rs 307 Lakhs.

WTC Trades & Projects Private Limited (WTC) a wholly owned subsidiary of the Company which holds the World Trade Centre license for the city of Bangalore from World Trade Centers Association, USA. WTC had a turnover of Rs 158 Lakhs and a net profit of Rs 33 lakhs.

Prosperita Hotel Ventures Limited is a newly incorpo- rated wholly owned subsidiary of the Company, incorporated during the year which is undertaking the construction of hotel project at the beginning of Old Mahabalipuram Road(OMR). The construction has started for this project. The Hotel would be operated by Holiday Inn.

Brigade Tetrarch Private Limited (BTPL) is also a wholly owned subsidiary of the Company with its main business in the field of sports related activities. BTPL has not registered income from operations and incurred a loss of Rs 34 Lakhs.

Brigade Infrastructure & Power Private Limited is a wholly owned subsidiary of the Company with it main objects in the field of Infrastructure and Power. Brigade Estates and Projects Private Limited is a wholly owned Subsidiary of the Company with main business in the field of real estate development. These Companies are in the process of being fully operational.

Joint Ventures and Special Purpose Vehicle:

BCV Developers Private Limited and BCV Estates Pvt. Ltd are a 50:50 joint venture between the Company, Classic Group and Valmark Group which owns land of 130 acres in Devanahalli, Bangalore for the Brigade Orchards Project. This Joint Venture has generated revenues of Rs 710 Lakhs and incurred a loss of Rs 136 Lakhs.

Brigade Properties Private Limited is a 51:49 joint venture between the company and Reco Begonia Pte. Limited a Special Purpose Vehicle of Government Investment Corpo- ration (GIC), Singapore to develop 9.3 acres land located in the heart of Whitefield. The Company is in the process of obtaining the final set of approvals for launching the project.

Statement relating to Subsidiaries

Pursuant to the general exemption granted by the Ministry of Corporate Affairs vide General Circular No.2/2011 dated February 08, 2011, the balance sheet, profit and loss account and other schedules thereto of subsidiary companies as prescribed under Section 212 of the Companies Act, 1956, have not been attached. As stipulated in the Circular, the Company has disclosed the requisite financial information of the subsidiaries in the Annual Report. Further, the annual accounts and the relevant information of the said subsidiaries shall be provided to the Members upon request and the same shall also be available for inspection on any working day during business hours at the registered office of the Company and the respective subsidiary companies.

Consolidated Financial Statements:

The Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges. The Consoli- dated Financial Statements and Auditors'' Report thereon forms part of the Annual Report.

Fixed Deposits:

The company has not accepted any deposit in terms of the provisions of Section 58A of the Companies Act, 1956, during the year under review.

Management Discussion & Analysis Report:

In accordance with the requirements of the Listing Agreement, the Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

Directors

As on date, the Board of Directors of the Company comprise of eight Directors of which four are Independent Directors.

In terms of Article 108, 109 and 110 of Articles of Associ- ation, and Sections 255 and 256 of the Companies Act, 1956, Mr M. R. Shivram and Mr P. V. Maiya, Non Executive Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Notice convening the Annual General Meeting includes the proposals for the re-appointment of the Directors. Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship / membership / chairmanship of the Board or Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges have been provided as an annexure to the Notice convening the Annual General Meeting.

None of the Directors of the Company are disqualified under Section 274(1)(g) of the Companies Act, 1956.

Board Committees

A detailed note on the Committees of the Board of Directors is given in the Corporate Governance Report forming part of the Annual Report.

Auditors

M/s. Narayanan, Patil & Ramesh, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Board of Directors upon the recommendation of the Audit Committee proposes the re-appointment of M/s. Narayanan, Patil & Ramesh, Chartered Accountants, as the Statutory Auditors of the Company, subject to the approval of the members at the Annual General Meeting.

M/s. Narayanan, Patil & Ramesh, Chartered Accountants have confirmed that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Secretarial Audit

The Secretarial Audit Report for the year ended March 31, 2013 issued by M/s.Jayasurya & Associates, Practicing Company Secretary confirming compliance with all the applicable provisions of Corporate Laws and the Listing Agreements is attached separately in the Annual Report.

Human Resources

Brigade Group is one of the leading Real Estate and Project Development companies in India with a total workforce of 424 as on March 31, 2013. The Company believes that the only way it can excel is by empowering its people. Training and development is conducted regularly at all levels to enable employees to reach their individual goals and getting the same aligned with the overall corporate goal. The Company aims to contribute to the overall development of its employees through extensive training and motivational programmes. The Board of Directors would like to express their appreciation to employees for their hard work and dedication.

Directors'' Responsibility Statement:

The Director''s Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies Act, 1956, in respect of the financial statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

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 the Company at the end of the Financial Year and of the profit and loss of the 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 the Company and for preventing and detecting fraud and other irregu- larities.

iv. The Directors have prepared the accounts on a going concern basis.

Report on Corporate Governance:

A detailed report on Corporate Governance and a certificate from M/s Jayasurya & Associates, Practicing Company Secretary affirming compliance with the various conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement has been included as an attachment to this Report.

Code of Conduct

Pursuant to Clause 49 of the Listing Agreement, the decla- ration signed by the Chairman and Managing Director affirming compliance of the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2012-13 is annexed and forms part of the Directors'' and Corporate Governance Report.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any person interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of energy, technology absorption, Foreign Exchange earnings and outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings & outgo pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out as an Annexure to this report.

Awards and Recognitions

- Brigade Group won the following awards at the CREDAI Real Estate Awards, 2012:

- ''Best theme based township of the year''—Brigade Gateway, Bangalore

- ''Best Office space of the Year''—World Trade Center, Bangalore

- Brigade Group received the Platinum Award of Excellence at the Construction World Awards, 2012 for being recognised as one of India''s Top 10 Builders for 5 consecutive years (2007-2011)

- The Company has won the following awards at CNBC AWAAZ Real Estate Awards 2012:

- Brigade Gateway Residences has won the National Award for the Best Project in the Mid-segment Housing category.

- World Trade Center was awarded the Best Commercial project in Bangalore.

- Brigade Gateway residences again bagged the award for the Best Residential project in Bangalore.

- Orion Mall at Brigade Gateway was awarded the Best Retail project in Bangalore.

- Brigade Group has been selected as one of "India''s best companies to work for 2012" by Great Place to Work Institute & The Economic Times for the second time in a row. The group was ranked 23rd on an illus- trious list of TOP 50 Companies having upto 1000 employees and also ranked 3rd in the Real Estate Industry.

- Brigade Group was awarded with following awards at the "ET Now—Asia Retail Congress 2012 Awards":

a. Best Retailer of the year (Real Estate)—Brigade Group

b. Best emerging Retailer (Real Estate)—Brigade Group

c. Best Marketing Campaign of the year—Orion Mall

- The World Trade Center at Brigade Gateway has won the Best Office Space award at the CREDAI REAL ESTATE AWARDS KARNATAKA 2013.

- Brigade Group won the Special Jury Award for Apart- ments at the CREDAI Mysore Real Estate Awards 2013 for constructing Mysore''s First Tallest Building —Brigade Horizon, residential project.

Acknowledgements:

The Directors would like to place on record our sincere appreciation to all our stakeholders for their co-operation and continued support to the Company during the year under review. The Board expresses its deepest sense of appreciation to the employees at all levels for their profes- sional commitment and initiatives for the organisation''s growth and success.

For and on behalf of the Board

Brigade Enterprises Limited

Place: Bangalore M. R. Jaishankar

Date: May 07, 2013 Chairman and Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the Seventeenth Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

(Rupees in Lakhs)

Particulars 2011-12 2010-11

Net Sales and other income 60,931.70 46,937.37

Interest & other Finance charges 6,039.28 1,678.69

Deprecation & 4,001.39 1,726.58

amortisation expenses

Profit before tax 6,814.95 16,145.85

Provision for taxation: Current 1,362.51 2684.85

Deferred (299.94) 2446.87

Wealth Tax 2.44 1.20

MAT entitlement (59.42) (914.65)

Net Profit after Tax 5,809.35 11,927.58

Earnings Per Share 5.18 10.63

Dividend:

The Board of Directors of the Company have recommended a dividend of Rs 1.50 (Rupees one and paise fifty only) (15%) per equity Share which is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The total payment on account of Dividend (including Dividend Tax) shall be Rs 1956.93 lakhs. A sum of Rs 440 lakhs has been transferred to the General Reserve.

Share Capital:

There has been no changes in the share capital of the Company during the year.

Operational Review & Future:

The financial year 2011-12 has been a year of high volatility. The GDP of the Indian economy grew at 6.5%, a significant slowdown in comparison to the preceding two financial years. The main factors attributable to the slowdown is due to weakening industrial growth, persistent inflationary pressures, rising interest costs, weak domestic sentiment and deterioration in global economic situation. Real Estate is one of the major components of the GDP of our economy. The slackness in the growth of the real estate sector had an impact on the GDP. The silver lining to it was that the Bangalore real estate market showed a better than average performance compared to the other cities, as the real estate players in Bangalore were more organised and transparent in their functioning.

This year was a very eventful year for your Company as it completed 25 years of its existence on 10th October, 2011, in what was originally started as a single project in a partnership firm. It grew from strength to strength and today we have completed more than 100 buildings and success- fully delivered more than 20 million square feet of development in residential, commercial and hospitality projects. A total of around 30 million square feet would be developed in phases over the next five year period of which 9 million square feet is presently being developed.

The snapshot of the performance during the year is as follows:

Integrated Enclaves Brigade Gateway:

Brigade Gateway is an iconic project and way ahead of its time. It is the most integrated city centric enclave anywhere in the country. The total integration of the residential apartments with offices, retail, hotel, hospital, educational and recreational facilities within the project, is unprecedented. The residential blocks comprising of over 1250 apartments have been nearly sold.

World Trade Center, the office tower at Brigade Gateway, comprising 32 levels with a height of 128 meters is the tallest building in Bangalore as on date. Around 40% out of the total of 1.1 million square feet in this building has been leased and 30% has been sold. Company will hold a major stake in the space since the World Trade Center brand for the city of Bangalore is held by the Company through its subsidiary WTC Trades & Projects Private Limited.

We are also happy to inform that the registered office and corporate office of the Company has been shifted to the 29th & 30th floors of this prestigious building w.e.f. 8th February, 2012.

In the first year of operations, the Sheraton Bangalore Hotel at Brigade Gateway has drawn a good response from the market for both rooms and F&B and has witnessed robust business. It comprises of 230 room keys and the occupancy level in the property is quite encouraging.

The flagship retail venture of the Company-ORION Mall at Brigade Gateway, aggregating to over 8,00,000 sft has been completed and operations have commenced in the month of March, 2012. About 85% of the space has been leased out and 60% of the Mall is fully operational as on date. The completion of the mall makes all components of the enclave completely operational.

The many accolades received by the various components of the enclave is a true reflection of this world class project.

Brigade Metropolis:

The construction of the residential blocks, aggregating to about 2.52 million sft, have been completed during the year. The sale of the apartments were completed during the year. Summit, the office space at Metropolis aggregating to 8,28,000 sft was completed during the year.

Commercial:

During the year the Company monetised the following commercial assets:

- A total of around 0.39 million sft of office space at World Trade Center at Brigade Gateway has been sold.

- Company has monetised to the extent of 0.05 million sft of Summit @Brigade Metropolis located on White- field Road.

- We have Monetised to the extent of 0.07 million sft in Brigade Rubix, HMT Township.

Hospitality Domain:

- Sheraton Bangalore Hotel: The Sheraton Bangalore Hotel at Brigade Gateway has done good business in the first year of its operations and the occupancy levels have consistently exceeded expectations. Sheraton Bangalore has been voted the 'Best New Hotel of the year 2012' in the 'Upscale segment- Business' by HVS South Asia at HISCA 2012.

- Grand Mercure: The 5-Star Grand Mercure, apartment hotel in Koramangala, Bangalore is owned by the Company and managed by the French group, Accor. The occupancy levels has consistently averaged over 80% during the year and is one of the best performing apartment hotel in South India.

Special Economic Zones'The construction work at the Special Economic Zone at Kochi would commence shortly. The infrastructure works is being undertaken by the concerned statutory authorities in the Special Economic Zone at Mangalore. We will commence construction on completion of the infrastructure works by the authorities.

Brigade Value Homes

Brigade Meadows—Brigade Meadows located on Kanakapura Road is a 65 acres mixed use development of which Brigade Value Homes is an integral part. The first phase of development is on 31 acres in which 1850 units are launched. Construction is progressing well in the project.

The other ongoing Residential Projects are as follows:

- Brigade Sonata, Palace Road, Bangalore aggregating to 0.04 million sft.

- Brigade Rhapsody, Palace Cross Road, Bangalore a premium residential project aggregating to 0.03 million sft.

- Brigade Horizon at Mysore aggregating to 0.17 million sft.

- Brigade Sparkle at Mysore aggregating to 0.24 million sft.

The following projects have been launched by the Company in 2011-12:

- Brigade Exotica on Old Madras Road, our Premium Luxury Residential Apartment Project aggregating to 1.50 million sft. This project has received 5-star Rating from CRISIL Real Estate Rating. It has also received pre-certified Gold rating by IGBC Green Homes. The construction of the first tower is in progress.

- Brigade IRV Centre in Nallurahalli, Whitefield, is our proposed Commercial Office building Project aggregating to 0.26 million sft. It has received the LEED ICS Pre Certified Gold rating by IGBC Green Homes.

The following projects are in the pre-launch stage.

- 'Brigade Omega', our Luxury Residential Project in Thurahalli Village, Uttarahalli, Bangalore South aggregating to 0.82 million sft.

- Brigade Pinnacle, residential project in Mangalore aggregating to 0.51 million sft.

- Brigade Palmgrove, our Premium Villa & Town House Project on Bogadhi Main Road, Mysore aggre- gating to 0.27 million sft.

The ground breaking ceremony for the following projects in Bangalore were conducted during the year.

- Commercial Office building Project'Brigade IRV Centre in Nallurahalli

- Premium Residential Apartment Project'Brigade Caladium, Hebbal

- Commercial Office Building'Brigade Magnum, Hebbal.

Shifting of Registered Office:

During the year under review, the registered office of the Company was shifted to the 29th & 30th Floors, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Rajajinagar-Malleswaram, Bangalore 560 055 w.e.f. 8th February, 2012.

Subsidiaries:

Brigade Hospitality Services Limited (BHSL) is a wholly owned subsidiary of the Company that runs and manages clubs, serviced residences and convention centres. During the financial year 2011-12 BHSL has registered income from operations amounting to Rs 5210.72 lakhs and incurred a loss of 41.41 Lakhs.

Orion Mall Management Company Limited (OMMC) is a newly incorporated wholly owned subsidiary of the Company, incorporated during the year. The main object of the company is to carry on the business of mall management. This Company would manage all malls developed by the Company. OMMC had a turnover of Rs 16.81 lakhs and a loss of Rs 58. 13 lakhs.

WTC Trades & Projects Private Limited(WTC) a wholly owned subsidiary of the Company which has obtained the licence from World Trade Center Association, USA is entitled to use WTC logo in the city of Bangalore. WTC had a turnover of Rs 84.11 lakhs and a net profit of Rs 0.12 lakhs Brigade Estates and Projects Private Limited & Brigade Properties Private Limited are wholly owned Subsidiaries of the Company with main business in the field of real estate development. Brigade Infrastructure & Power Private Limited is a wholly owned subsidiary with its main objects in the field of Infrastructure and power. These Companies are in the process of being fully operational.

Brigade Tetrarch Private Limited (BTPL) is also a wholly owned subsidiary of the Company with its main business in the field of sports related activities. BTPL has registered income from operations amounting to Rs 0.29 lakhs and incurred a loss of Rs 0.12lakhs.

Joint Venture:

BCV Developers Private Limited is a 50:50 joint venture between the Company and Classic Valmark Private Limited for development of land of 120 acres in Devanahalli, Bangalore. Your Company has 50% representation of the Board of this Company. The project known as 'Brigade Orchards' is a 120 acre, one-of-its kind, completely integrated and inclusive enclave located near the Bangalore International Airport. This will be an eco-friendly, model township, incorporating globally followed "best practices" in town planning and urban infrastructure. A total of around 7 million square feet of development is proposed over a period of 5 years. The project would comprise of villas, value homes, apartments, commercial complex, retail, sports arena, clubs. Provisions are made for Arts village, Healthcare, school and civic amenities. The model villas are ready and presently the infrastructure work is progressing in the project.

Consolidated Financial Statements:

The Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges. The Consolidated Financial Statement and Auditors' Report thereon forms part of the Annual Report.

Fixed Deposits:

The Company has not accepted any fixed deposits during the year. There are no deposits repaid during the year or any unclaimed deposits with the Company.

Management Discussion & Analysis Report:

The Management Discussion and Analysis is annexed to this report.

Directors:

Dr Anumolu Ramakrishna and Mr M. R. Gurumurthy retire by rotation and being eligible, offer themselves for re-appointment.

The present tenure of Mr M. R. Jaishankar as Chairman & Managing Director and Ms. Githa Shankar as Wholetime Director was upto 31st March, 2012. The Board of Directors have approved their re-appointment for a further period of five years with effect from 1st April, 2012 subject to the approval of members in the 17th Annual General Meeting.

None of the Directors of the Company are disqualified under Section 274(1)(g) of the Companies Act, 1956.

Auditors:

M/s. Narayanan, Patil & Ramesh, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible for re-appointment have offered themselves for re-appointment.

M/s. Narayanan, Patil & Ramesh, Chartered Accountants have confirmed that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Directors' Responsibility Statement:

As per the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the Annual Accounts, 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 the Company at the end of the Financial Year and of the profit and loss of the 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 the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the accounts on a going concern basis.

Report on Corporate Governance:

A detailed report on Corporate Governance has been included as an attachment to this Report.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any person interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of energy, technology absorption, Foreign Exchange earnings and outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings & outgo pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is contained in Annexure I.

Awards and Recognitions:

"World Trade Center", at Brigade Gateway has won the award for "Outstanding Concrete Structure of Karnataka-2010" from the "Indian Concrete Institute".

"Sheraton Bangalore Hotel" at Brigade Gateway has been voted the "Best New Hotel of the Year 2012" in the Upscale Segment-Business by HVS South Asia' at HICSA 2012.

The Group has been awarded a commendation certificate by Indian Merchants Chambers Ramakrishna Bajaj National Quality Award Trust for business excellence, 2011 under the Service category.

"Brigade Group" was honoured with the "Oustanding contribution in Real Estate (Hospitality Sector)" at the EPC World Awards 2011. The award was conferred to the Company for the products and services provided by the Organisation for the development of the Indian Infrastructure and Construction sector.

"World Trade Center" was conferred the ACCE- BILLIMORIA award 2011 for "Best construction in High Rise Buildings" by the Association of Consulting Civil Engineers India, Governing Council.

The Group was awarded a certificate for its "Strong Commitment to Excel" by the CII-EXIM Award for Business Excellence 2011 at the National Quality Summit.

Mr M. R. Jaishankar was honoured as an 'EMINENT DEVELOPER' by Civil-Aid Technoclinic Private Limited, a Bureau Veritas Group Company.

The Group has won two awards, 'Developer of the Year'Commercial' & 'Integrated Township of the Year" (Brigade Gateway) Awards at the Realty Plus Excellence Awards 2012 for South India , instituted by Realty Plus.

The Group was presented the ' India's Top 10 Builders' award at the CW Architect and Builder Awards 2011. This is the fifth year in a row that your Company has received this honour.

"Economic Times, in association with"Great places to Work Institute''rated the Company as the 2nd best Company in the Real Estate Sector and also at number 88 among all Companies in the Country in 2011 to work at.

Acknowledgements:

We would like to record our sincere thanks to team Brigade, shareholders, to our family of associates (architects, consul- tants, contractors, bankers, suppliers, officials in the civic authorities and government), friends, well wishers and, of course, all our customers, who have shown their confidence and support to the Company during the last 25 years and helped in shaping Brigade Group.

By Order of the Board

for Brigade Enterprises Limited

Place: Bangalore M. R. Jaishankar

Date: May 07, 2012 Chairman and Managing Director


Mar 31, 2011

The Directors have pleasure in presenting the sixteenth Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2011.

(Rupees in Lakhs)

Particulars 2010–11 2009–10

Net Sales and other income 45,746.63 36,259.08

Interest & other Finance charges 1,678.69 887.49

Depreciation 1,726.58 1,791.03

Profit before tax 12,258.67 4633.85

Provision for taxation: Current 2684.85 754.43

Deferred 2446.87 23.75

Net Profit after Tax 8,040.40 4,595.21

Add : Prior year (expenses) / income 1,190.73 96.77

Excess / Short provision – IT 2,716.97 (58.02)

Less : Diminution in value of 20.54 11.66 investment

Profit available for appropriation 11,927.56 4,622.30

Earnings Per Share 10.63 4.12

Dividend:

The Board of Directors of the Company have recommended a dividend of Rs. 1.50 (Rupees one and paise ffty only) (15%) per equity Share which is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The total payment on account of Dividend (including Dividend Tax) shall be Rs. 1963.43 lakhs. A sum of Rs 894.57lakhs has been transferred to the General Reserve.

Share Capital:

There has been no changes in the share capital of the Company during the year.

Operational Review & Future:

The financial year 2010-11 has been the year of unprec- edented events viz. shaky European economy, mounting debt in Greece, Portugal, Spain and even Italy which had rippling effect across the globe. The infation rates spiralling to double digits in India, coupled with interest rate hikes by the Reserve Bank of India, has impacted the growth of the Indian Economy in general and the Real Estate sector in particular.

The performance of your Company has been encouraging despite the above factors. The snapshot of the performance during the year is as follows:

Integrated Enclaves

Brigade Gateway:

The Residential blocks aggregating to 1.85 million square feet have been completed during the year. Brigade Gateway is the most integrated enclave in an urban centre anywhere in the country. The total integration of the residential apart- ments with offces, retail, hotel, hospital, educational and recreational facilities within the city, is unprecedented. The convenience of living in such an environment will truly be a great experience.

One of the most significant developments during the year is securing the license to brand our offce space in Brigade Gateway as World Trade Center Bangalore. This license is held by WTC Trades & Projects Private Limited, a wholly owned subsidiary of the Company. We join the elite group of 29 to own WTC (World Trade Center) buildings worldwide and only the second in India. WTC is the most recognized and sought-after business address anywhere in the world. WTC Bangalore is the tallest building in Bangalore (128 meters) with many unique features, including—for the frst time in Bangalore—an observation deck. It is designed to International A++ specifcations and would be an iconic landmark in the Citys skyline.

WTC Bangalore would be operational in a few months and would be a proud and positive development for us and for the city of Bangalore.

The Orion Mall, aggregating to more than 8,00,000 sft would be operational in the financial year 2011-12. Your Company has already leased 75% of the total area.

Brigade Metropolis:

The residential blocks, aggregating to about 1.44 million sft, have been completed during the year. We are happy and pleased to inform you that this project has won the award for the best "Residential Property South" in the prestigious CNBC AWAAZ CRISIL CREDAI Real Estate Awards 2010 held in Singapore in May, 2011. The Commercial space is on the verge of completion.

Brigade Palmsprings at J. P. Nagar, Bangalore, aggre- gating to around 0.82 million square feet comprising 216 apartments was completed during the year.

Commercial:

During the year the Company monetized the following

commercial assets:

¾ Hospital Building of 0.14 million sft located at Brigade Gateway Project at Malleswaram, Bangalore

¾ Brigade Seshmahal aggregating to 0.02 million sft located at Basavangudi, Bangalore

A total of 0.98 million sft of commercial space was leased / sold during the year

Hospitality Domain:

¾ Sheraton Bangalore Hotel: The construction of the 230 room Sheraton Bangalore at Brigade Gateway has been completed and the operations have commenced during the year.

¾ Grand Mercure: Grand Mercure (formerly known as Mercure Homstead Residences) at Koramangala in Bangalore owned by the Company and managed by Accor group has been breaking records in terms of its performance.

Special Economic Zones—The construction work at the Special Economic Zone at Kochi would commence shortly. The infrastructure works is being undertaken by the concerned statutory authorities in the Special Economic Zone at Mangalore. We will commence construction on completion of the infrastructure works by the authorities.

Brigade Value Homes—The frst Brigade Value Homes project "Brigade Meadows" will be launched in South Bangalore. About 1.3 million sft will be launched as part of phase 1 in the second quarter of the financial year 2011-12.

The second project of Brigade Value Homes will be launched in the North Bangalore in the financial year 2011-12.

Company has fnalised the land and entered in to joint development agreement for Brigade Value Homes to be launched in East Bangalore.

The following projects have been launched by the Company in 2010-11:

¾ Brigade Rhapsody at Bangalore is a premium residential project aggregating to 0.03 million sft comprising 8 apartments

¾ Brigade Zenith, our premium residential project in Banjara Hills, Hyderabad aggregating 0.18 million sft which would comprise 48 apartments.

¾ Orion Mall at Banaswadi, Bangalore aggregating to 0.25 million sft.

The ground breaking ceremonies for the following projects were conducted during the year. These projects will be launched shortly except a couple of them which have already been launched. ¾ "Brigade Zenith in the up market Banjara Hills, our

Premium Residential Project and maiden project in Hyderabad aggregating to 0.18 million sft.

¾ "Brigade Omega", our Luxury Residential Project in Thurahalli Village, Uttarahalli, Bangalore South aggregating to 0.82 million sft.

¾ Our Hotel and Retail Project on Kempe Gowda Road, Bangalore aggregating to 0.16 million sft.

¾ "Brigade Palmgrove", our Premium Villa and Town House Project on Bogadhi Main Road, Mysore aggre- gating to 0.27 million sft.

¾ Brigade Exotica on Old Madras Road, our Premium Luxury Residential Apartment Project aggregating to 1.50 million sft.

¾ Brigade IRV Centre in Nallurahalli, Whitefeld, our proposed Commercial Offce building Project aggre- gating to 0.26 million sft.

This is the 25th year of existence after the Group was initially started as a partnership frm in 1986. To commemorate the 25 years, the Company plans on launching 25 projects (big, medium and small), a few of them have been recently launched and are listed above. As we look back there is a certain amount of satisfaction which gives us the deter- mination to work harder for a brighter future and to create a better quality of life for our customers and other stake holders.

Company will be launching around 10 million square feet of built up area in the financial year 2011-12. A total of around 40 projects across residential, commercial and hospitality domains aggregating to 31 million square feet area in seven cities would be constructed and delivered in the next 4 –5 years.

Subsidiaries:

Brigade Hospitality Services Limited (BHSL) as a wholly owned subsidiary of the Company runs and manages clubs, serviced residences and convention centres. During the financial year 2010-11 BHSL has registered income from operations amounting to Rs 4671 lakhs and Profit after tax of Rs 136.29 lakhs. There has been a marked improvement in the performance as compared to the previous year.

WTC Trades & Projects Private Limited became a wholly owned subsidiary of the Company during the year. This company is the proud owner of the licence "World Trade Center" for the city of Bangalore, awarded to it by the World Trade Centers Association, U S A. (WTCA). The licence held by WTC Trades entitles it to use the trade names, trade- marks and goodwill associated with "World Trade Center" & Map Design Logo & WTC in the City of Bangalore. The Company has rebranded its offce space at its integrated enclave Brigade Gateway as World Trade Center which is indicative of the international standards of construction quality.

Brigade Estates and Projects Private Limited and Brigade Properties Private Limited are wholly owned Subsidiaries of the Company with main business in the feld of real estate development. Brigade Infrastructure & Power Private Limited is a wholly owned subsidiary with its main object in the feld of Infrastructure and power. These Companies are in the process of being fully operational.

Brigade Tetrarch Private Limited (BTPL) is also a wholly owned subsidiary of the Company with its main business in the feld of sports-related activities. BTPL has registered income from operations amounting to Rs 5.12 lakhs and incurred a loss of Rs 14.36 lakhs.

Joint Venture:

BCV Developers Private Limited is a 50:50 joint venture between the Company and Classic Valmark P. Limited for development of land of 120 acres in Devanahalli, Bangalore. Your Company has 50% representation of the Board of this Company. Villas will be launched in the frst phase of this mixed use project in the second quarter of the financial year 2011-12. Construction of the model villas is presently in progress.

Consolidated Financial Statements:

The Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges. The Consoli- dated Financial Statement and Auditors Report thereon forms part of the Annual Report.

Fixed Deposits:

The Company has not accepted any fixed deposits during the year. There are no deposits repaid during the year or any unclaimed deposits with the Company.

Management Discussion & Analysis Report:

The Management Discussion and Analysis is annexed to this report.

Directors:

Mr M. R. Jaishankar and Ms Githa Shankar retire by rotation and being eligible, offer themselves for re-appointment.

None of the Directors of the Company are disqualifed under Section 274(1)(g) of the Companies Act, 1956.

Auditors:

M/s. Narayanan, Patil & Ramesh, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible for re-appointment have offered themselves for re-appointment.

M/s. Narayanan, Patil & Ramesh, Chartered Accountants have confrmed that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Group

Pursuant to the intimation received from the Promoter(s), the names of the promoters and entities forming part of "Group" is disclosed in the Annual Report in accordance with Regulation 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Directors Responsibility Statement:

As per the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confrmed that:

i. In the preparation of the Annual Accounts, 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 the Company at the end of the Financial Year and of the Profit and loss of the Company for that period.

iii. The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregu- larities.

iv. The Directors have prepared the accounts on a going concern basis.

Report on Corporate Governance:

A detailed report on Corporate Governance has been included as an attachment to this Report.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any person interested in obtaining such particulars may write to the Company Secretary at the Corporate Offce of the Company.

Conservation of energy, technology absorption, Foreign Exchange earnings and outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is contained in Annexure I.

Awards and Recognitions:

Brigade Metropolis, our integrated enclave on Whitefeld Road in Bangalore has won the prestigious CNBC AWAAZ CRISIL CREDAI Real Estate Awards 2010 for the best "Residential Property South".

OCHRE, Architects, have won the award for the "Best Hospitality Architecture" for Galaxy Club project @ Brigade Gateway Enclave in the CNBC AWAAZ CRISIL CREDAI Real Estate Awards 2010.

The Companys Commercial Project World Trade Center, Bangalore @ Brigade Gateway, Malleswaram, Bangalore, has won the award for the Best Commercial Project of the Year in the prestigious Property World Awards for 2010.

The Company won the "Best Commercial Developer of the Year" Award at the Realty Plus Excellence Awards 2011 (South).

This is the third consecutive year that we have received an award at the Realty Plus Awards. On the earlier two occasions, the awards were for the "Regional Developer of the Year - South".

The Company won the award for the "Best Developer in Residential Infrastructure" at the Construction Source India Awards 2010.

Mr M. R. Jaishankar, Chairman and Managing Director of the Company was presented with the SENIOR BUILDER AWARD in appreciation and recognition of his excellent contribution to Civil Engineering Construction on the occasion of Builders Day celebration by the Builders Association of India, Karnataka (Bangalore) Centre.

Acknowledgements:

The Board wishes to place on record its appreciation to all the stakeholders for their continuous support, encour- agement and patronage. We would like to thank the Briga- diers for their valuable contribution and request them to keep up the good work. This is the beginning of the journey to achieve the vision of becoming a world class organisation in its products, processes, people and performance. We require the whole-hearted co-operation of all stakeholders to achieve this vision.

By Order of the Board

for Brigade Enterprises Limited

M. R. Jaishankar

Chairman and Managing Director

Place: Bangalore Date: May 04, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Fifteenth Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the fi nancial year ended 31st March, 2010.

Financial Highlights:

Rupees in lakhs Particulars 2009-10 2008-09 Net Sales and other income 36,259.08 39,435.72 Interest & other Finance charges 887.49 587.84 Depreciation 1,791.03 1,338.90 Profi t before tax 4,633.85 5,856.37 Provision for taxation: Current (754.43)(1,733.71) Deferred (23.75) 0.26 Net Profi t after Tax 4,595.21 4,122.92 Add: Prior year (expenses) / 96.77 2,920.73 income Excess / Short provision - IT (58.02) 1869.05 Less: Diminution in value of 11.66 607.40 investment Profi t available for appropriation 4,622.30 8,305.30 Earnings Per Share 4.12 3.13

The Net sales of the Company for the fi nancial year 2009- 10 stood at Rs.36,259.08 lakhs (down by 8.05%). The lower volumes were attributable to not so positive sentiments prevailing during the fi rst half of the fi nancial year. However, on account of better realization the net profi t of the Company improved to Rs.4,595.21 lakhs (up by 11.45%) during the fi nancial year 2009-10

Dividend:

The Board of Directors of the Company has recommended a dividend of Rs. 1.20 (Rupees one and paise twenty) (12%) per equity Share which is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The total payment on account of Dividend (including Dividend Tax) shall be Rs. 1,575.95 lakhs. A sum of Rs. 115.56 lakhs has been transferred to the General Reserve.

Operational Review & Future:

The Indian real estate business has bounced back from its most trying times faced in the latter half of the fi nancial

year 2008-09. The residential sector was fi rst to show signs of recovery during the current fi nancial year. The Indian economy is looking much better as compared to other developed economies, it would be matter of time before the demand for commercial offi ce space & retail space improves.

Integrated Enclaves - The majority of the residential blocks of the two fl agship integrated enclave projects of the Company i.e., Brigade Gateway located at Malleshwaram- Rajaji Nagar, North Bangalore and Brigade Metropolis located at Whitefi eld, East Bangalore are completed and handing over to customers is in progress. The other development including the commercial space in these projects are in the advance stages of completion.

The following are the other residential projects completed in the fi nancial 2009-10:

Name of the project No. of Area in Location Apartments Sq. ft. Brigade Courtyard 184 277010 Bangalore Brigade Solitaire 42 94990 Mysore Brigade Citadel 8 25300 Mysore Brigade Odyssey 8 17160 Bangalore

- Brigade Palmsprings at J. P. Nagar, Bangalore, a joint development residential projects, Brigade Horizon, a joint development residential project at Mysore and Brigade Petunia, a residential project at Banashankari, Bangalore are in an advanced stage of completion

Hospitality Domain - Mercure Homstead Residences at Koramangala in Bangalore owned by the Company and managed by Accor group has done commendable business in the fi rst year of its operation.

- The 230 room Sheraton Bangalore Hotel located at Brigade Gateway is under construction and is expected to commence operations at the end of the current fi nancial year.

Special Economic Zones - The enabling works like laying of boundary walls has commenced in the Special Economic Zone at Kochi and the architectural design for the Special Economic Zone at Mangalore is in progress.

Brigade Value Homes - Your Company will be launching a new range of affordable value homes in Bangalore in the fi nancial year 2010-11. Brigade Value

Homes incorporate the concept of enclave living- which incidentally, was pioneered in Bangalore by your Company. The Value Homes will offer amenities like a swimming pool, gymnasium, landscaped outdoor areas, games room and security.

Quality Initiatives – Your Company has constantly upgraded its standards and scope of activities to have the widest coverage in the industry – from ISO 9001:1994 to ISO 9001:2008. Your Company is one of the fi rst to be upgraded to 2008 criteria and to have the largest scope in the Industry.

The following projects have been launched by the Company in 2009-10:

- Brigade Sparkle at Mysore is a residential project of 2,37,400 sq. ft. which would contain 32 apartments .

- Brigade Sonata is a joint development residential project of 16 apartments aggregating to 41,470 sq. ft.

- Brigade Crescent is a residential project of 10 apartments aggregating to 42,460 sq.ft.

- Brigade Rubix is a commercial project in Bangalore aggregating to 2,20,000 sq. ft.

- Brigade Vantage is a commercial project in Mysore aggregating to 1,30,000 sq. ft.

- Brigade Solitaire (Retail) is a retail project in Bangalore of 22,000 sq. ft.

The Bhoomi Puja for the following projects were done in the current fi nancial year. These projects will be launched in the next fi nancial year.

- Mall at Banaswadi, Bangalore,which would aggregate to more than 3,00,000 sq. ft.

- 120 acres mixed - use landmark project “Orchards” at Devagiri Farms which is a 50:50 joint venture project with Classic Valmark Private Limited.

- An integrated value homes (affordable housing) project of around 60 acres at Kaggalipura Village, Kanakapura known as “Brigade Meadows”.

A total of around 8 million square feet of built up area is being launched by the Company. Your Company is very optimistic about the future. It has weathered successfully through testing times and is gearing ahead with its major launches.

Utilisation of IPO Proceeds:

The funds raised in the Initial Public Offering in December 2007 have been fully utilised as 31st December, 2009. The details of the same are as follows:

(Rs. in Lakhs) Particulars Amount Actual specifi ed in Utilisation prospectus A) Funds raised * 70,376.30 70,376.30 B) Utlilisation : i) Land 4,796.90 25,508.71 ii) Construction 51,203.70 27,974.58 iii) General Corporate 10,840.10 12,972.21 purposes iv) Issue expenses 3,535.60 3,920.80 C) Unutilised amount Nil Nil invested in Mutual Funds

* Post the stabilization period on the Company exercising the Green Shoe Option.

The Shareholders of the Company in the 13th Annual General Meeting of the Company held on 27th June, 2008 have given their approval under Section 61 of the Companies Act, 1956 for varying, modifying, altering, including change in deployment of funds raised in the Initial Public Offering in December, 2007.

Subsidiaries:

Brigade Hospitality Services Limited (BHSL) is as a wholly owned subsidiary of the Company and is carrying on the business of running and managing clubs, service residences and convention centres. During the fi nancial year 2009-10 BHSL has registered income from operations amounting of Rs. 3,275 lakhs has turned the corner and Profi t after tax of Rs. 75 lakhs.

Brigade Estates and Projects Private Limited & Brigade Properties Private Limited are wholly owned Subsidiaries of the Company with main business in the fi eld of real estate development. Brigade Infrastructure & Power Private Limited is a wholly, owned subsidiary with it main object in the fi eld of Infrastructure and power. These Companies are in the process of being fully operational.

Brigade Tetrarch Private Limited (BTPL) is also a wholly- owned subsidiary of the Company with its main business in the fi eld of sports related activities. This Company owns the Bangalore Brigadiers team which participated in the KPL

T-20 tournament organized by the Karnataka State Cricket Association ( KSCA) in September, 2009. During the fi nancial year 2009-10 BTPL has registered income from operations amounting to Rs. 3.58 lakhs and incurred a loss of Rs. 17.28 lakhs.

Joint Venture:

BCV Developers Private Limited a 50:50 joint venture between the Company and Classic Valmark P. Limited for development of land of 120 acres in Devanahalli, Bangalore. Your Company has 50% representation of the Board of this Company. The master plan of the project has been fi nalised. This company would become operational in the fi nancial year 2010-11.

Consolidated Financial Statements:

The Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges. The Consolidated Financial Statement and Auditors’ Report thereon forms part of the Annual Report.

Fixed Deposits:

The Company has not accepted any fi xed deposits during the year. There are no deposits repaid during the year or any unclaimed deposits with the Company.

Management Discussion & Analysis Report:

The Management Discussion and Analysis is annexed to this report.

Directors:

Mr. P. V. Maiya and Mr. P. M. Thampi retire by rotation and being eligible, offer themselves for re-appointment.

Dr. K. Kasturirangan, Independent Director resigned from the directorship of the Company with effect from 30th July, 2009 due to his appointment as member of the National Planning Commission, Government of India. Board wishes to place on record their appreciation for the contribution made by him.

Dr. K. R. Srinivas Murthy was co-opted on the Board as Additional Director with effect from 28th October, 2009. He holds offi ce till the date of the ensuing Annual General Meeting. The Company has received a notice together with deposit, as provided under Section 257 of the Companies Act, 1956, from a shareholder proposing the appointment of Dr. K.R. Srinivas Murthy as a Director liable to retire by rotation.

None of the Directors of the Company are disqualifi ed under Section 274(1)(g) of the Companies Act, 1956.

Auditors:

M/s. Narayanan, Patil & Ramesh, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible for re-appointment have offered themselves for re- appointment.

M/s. Narayanan, Patil & Ramesh, Chartered Accountants have confi rmed that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Directors’ Responsibility Statement:

As per the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confi rmed that:

i) In the preparation of the Annual Accounts, 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 the Company at the end of the Financial Year and of the profi t and loss of the Company for that period.

iii) The Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the accounts on a going concern basis.

Report on Corporate Governance:

A detailed report on Corporate Governance has been included as an attachment to this Report.

Particulars of Employees:

The details of employees drawing a remuneration aggregating Rs. 24,00,000/- (Rupees twenty four lakhs only) or more per year / Rs. 2,00,000/- (Rupees two lakhs only) or more per month, where employed for a part of the year pursuant to Section 217(2A) of the Companies Act, 1956 is contained in Annexure “A” to this report. However, having regard to the provisions of Section 219(1)(b)(iv) of

the Companies Act, 1956, The Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any person interested in obtaining such particulars may write to the Company at the Corporate Offi ce of the Company.

Conservation of energy, technology absorption, Foreign Exchange earnings and outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings & outgo pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is contained in Annexure “B”.

Awards and Recognitions:

Company was selected as one among India’s Top Ten Builders in 2009 by Construction World magazine which is for the third consecutive year.

The Company has been awarded the ‘Regional Developer of the Year - South’, instituted by Realty Plus, India’s Leading Real Estate Monthly Magazine, at Realty Plus Excellence Awards 2010. This award is being received by us for the second consecutive year.

Mercure Homstead Residences – a 5 star serviced residences of the Company which is operated by the Accor group has received “Best new hotel of the year in South Asia in the serviced apartment segment-2010 ” award from HVS India.

Acknowledgements:

We would like to thank the shareholders & customers for showing their confi dence, patience and support.

The Board would like to place on record its appreciation and thanks to the Bankers, Statutory Authorities, business associates for their support, co-operation, guidance and the confi dence reposed on the Company.

A very special thanks to the brigadiers for showing their solidarity and support to the organisation at all times.

For and on behalf of the Board For Brigade Enterprises Limited M. R. Jaishankar Place: Bangalore Chairman and Managing Director Date: 5th May, 2010

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