Directors Report of Bharat Road Network Ltd.

Mar 31, 2025

Your Directors have the pleasure in presenting the Eighteenth Annual Report, together with the Audited Accounts of your Company, for
the Financial Year ended on 31st March, 2025. The summarized financial performance of your Company is as under:

FINANCIAL SUMMARY / HIGHLIGHTS

Â	Standalone		Consolidated
Particulars	Financial Year 2024-25	Financial Year 2023-24	Financial Year 2024-25	Financial Year 2023-24
Revenue from Operations	590.67	734.60	27,428.63	37,972.21
Other Income	791.33	650.92	2,179.79	1,137.79
Gain on Cessation of Control in Subsidiary	-	-	18,392.16	-
Total Income	1,382.00	1,385.52	48,000.58	39,110.00
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	(30,070.65)	462.03	26,231.59	14,907.67
Less: Depreciation & Amortization	5.71	5.93	7,414.38	8,191.88
Profit/(loss) before Finance Costs, Exceptional items and Tax Expense	(30,076.36)	456.10	18,817.21	6,715.79
Less: Finance Costs	948.42	3,443.97	5,414.13	18,819.35
Profit /(loss) before share of Profit/(Loss) of Associates, Exceptional items and Tax Expense	(31,024.78)	(2,987.87)	13,403.08	(12,103.56)
Share of Profit / (loss) of Associates	-	-	-	-
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	(31,024.78)	(2,987.87)	13,403.08	(12,103.56)
Less: Tax Expense (Current & Deferred)	(209.72)	(780.99)	(209.72)	(780.99)
Profit /loss for the year (1)	(30,815.06)	2,206.88	13,612.80	(11,322.57)
Total other Comprehensive Income/loss (2)	0.86	3.23	80.87	63.58
Total (1+2)	(30,814.20)	(2,203.65)	13,693.67	(11,258.99)
Profit / (Loss) for the year attributable to:
Owners of the Company	-	-	14,111.60	(11,200.10)
Non-Controlling Interest	-	-	(498.80)	(122.47)
Other Comprehensive Income for the year attributable to:
Owners of the Company	-	-	60.06	55.37
Non-Controlling Interest	-	-	20.81	8.21
Total Comprehensive Income for the year attributable to:	Â	Â	Â	Â
Owners of the Company	-	-	14,171.66	(11,144.73)
Non-Controlling Interest	-	-	(477.99)	(114.26)
Balance brought forward from the previous year	(42,354.29)	(40,150.63)	(98,740.14)	(87,595.41)
Balance carried to Balance Sheet	(73,169.49)	(42,354.29)	(84,568.48)	(98,740.14)

Note: The above figures have been extracted from the Standalone and Consolidated Financial Statements of the Company, for the Financial Year ended on
March 31, 2025, prepared as per Indian Accounting Standards (Ind-AS).

During the year under review, on a standalone basis, your
Company suffered a net loss before tax of ? 31,024.78 Lakhs, as
against a net loss of ? 2,987.87 Lakhs in the previous financial year,
due to recognition of losses on account of impairment of
equity and warrant investments to the tune of ? 23,116
Lakhs in one of the subsidiary Companies which has been
admitted under CIRP, along with an impairment of equity
investments of ? 4,835 Lakhs in one of the associate companies.

During the year under review, on a consolidated basis, your
Company reported a Net Profit of ? 13,403.08 Lakhs in comparison
to net loss of ? 12,103.56 Lakhs in the previous financial year,
mainly due to derecognition of losses booked in earlier years for
one of the subsidiary Companies which has been admitted under
CIRP during the financial year under review.

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

Particulars	FY 2024-25	FY 2023-24
Current Ratio	0.92	1.00
Debt-Equity Ratio	0.64	0.37
Debt Service Coverage Ratio	(0.77)	0.01
Return on Equity Ratio	(54.00)	(3.00)
Trade Receivable Turnover Ratio	1.52	1.95
Trade Payables Turnover Ratio	0.98	1.10
Net Capital Turnover Ratio	(0.19)	(12.51)
Net Profit Ratio	(5216.97)	(300.00)
Return on Capital Employed	(53.09)	0.45
Return on Investment	(48.86)	0.21

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

â¢ Â Â Â Debt Equity Ratio has increased due to decrease in equity as a
result of losses during the year under review.

â¢ Â Â Â Debt Service Coverage Ratio has decreased due to lesser
earnings available for debt service during the year under
review.

â¢ Â Â Â Return on Equity Ratio has decreased due to increased losses
during the year under review.

â¢ Â Â Â Net Capital Turnover Ratio has increased due to less revenue
and reduction in working capital during the year under review.

â¢ Â Â Â Net Profit Ratio decreased due to increased losses during the
year under review.

â¢ Â Â Â Return on Capital Employed has decreased due to increased
losses during the year under review.

â¢ Â Â Â Return on Investment has decreased due to impairment in
Investment during the year under review.

DIVIDEND

The Company did not have distributable profit during the
year under review and hence, the Board of Directors has not
recommended any dividend on Equity Shares of the Company for
the Financial Year ended 31st March, 2025.

TRANSFER OF UNCLAIMED DIVIDEND AND
UNCLAIMED SHARES

Pursuant to the Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended
from time to time), an amount of ?33,351/- towards unpaid/
unclaimed dividend was transferred during the year under review
to the Investor Education and Protection Fund ("IEPFâ).

Further, the Company has also transferred 5,738 equity shares of
?10/- each to the credit of the IEPF, in compliance with the said Rules.

TRANSFER TO RESERVES

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

PROMOTERS' GROUP SHAREHOLDING

As on March 31, 2025, the total shareholding of Promoter and
Promoter Group of your Company stood at 51.97% (previous year
52.23%) in the Paid-up Share Capital of your Company.

As on March 31,2025, 22.92% (previous year 22.80%) of the Promoter
and Promoter Group shareholding is under pledge, representing
11.91% of the paid-up share capital of your Company.

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

PUBLIC DEPOSITS

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

ECONOMY OUTLOOK
Global Economy

Global economic activity is expected to maintain modest but uneven momentum over the next two years. According to World Economic
Outlook-IMF, July 2025, global real GDP growth is projected to decelerate to 3.0% in 2025 and recover marginally to 3.1% in 2026, following
a 3.3% expansion in 2024. This slowdown reflects rising trade frictions, geopolitical tensions, policy uncertainty, and inflation divergence.
Growth is increasingly fragmented, with developed economies showing signs of fatigue while emerging markets display varied resilience.

WORLD ECONOMIC OUTLOOK UPDATE JULY 2025

GROWTH PROJECTIONS BY REGIONÂ (real gdp growth, percent change)

World

United States

Euro Area

Middle East and
Central ASIA

3.3

3.0

3.1

2.8

1.9

2.0

0.9 1.0

1.2

2.4 3.4

3.5

2024

2025

2026

2024

2025

2026

2024 2025

2026

2024 2025

2026

Emerging and Developing Asia	Latin America and The Caribbean	Sub-Saharan Africa
5.3 5.1 4.7	2.4 2.2 2.4	4.0 4.0 4.3
2024 2025 2026	2024 2025 2026	2024 2025 2026
Source: World Economic Outlook-IMF, July 2025		Â

In advanced economies, real GDP growth is expected to moderate to 1.5% in 2025 and 1.6% in 2026, compared to 1.8% in 2024. The US,
in particular, is expected to decelerate from 2.8% in 2024 to 1.9% and 2.0% in the following two years. Elevated tariffs, softening labour
markets, subdued private investment, and weakening consumer demand are contributing to this moderation.

Geopolitical risks continue to cast a shadow over the global
outlook. On-going conflicts such as the Russia-Ukraine and Israel-
Hamas wars have disrupted energy and food markets, fuelling
inflation and supply chain instability. Meanwhile, the US-China
trade relationship remains a key risk factor, with potential shifts in
sourcing patterns and tariff regimes.

Structural headwinds are expected to weigh on growth, even as
the Asia-Pacific region emerges as a long-term driver of global
expansion. The possibility of a weakening US dollar, driven by
narrowing interest rate differentials, is counterbalanced by its
continued dominance as a reserve currency.

Adding to the uncertainty is the political transition in the United
States, with the return of President Donald Trump in January
2025. The evolving trade and economic policies of the new
administration are expected to shape the trajectory of global
markets in the near term.

Sources: EY, SP Global, IMF World Economic Outlook

DOMESTIC ECONOMY

India's economic trajectory continues to impress with both the
scale and depth of its growth. Rising from 11th place in global GDP
rankings in 2009 to an expected fourth by the end of 2025, India's
growth story has been powered by strong domestic demand,
a young and digitally skilled workforce, and prudent policy
interventions.

Despite navigating a year marked by global headwindsâranging
from elevated interest rates to geopolitical uncertaintyâIndia's
macroeconomic fundamentals demonstrated remarkable
resilience. GDP grew by a robust 7.4% year-on-year in the final
quarter of FY2024-25, taking full-year growth to 6.5%. This strong
performance was underpinned by buoyant private consumption
and a recovery in investments.

India Fiscal Year GDP Growth (%)

3.9

2021

9.7

7.6

9.2

6.5

2020

-5.8

2022

2023

2024 2025

Source: Ministry of Statistics
Trading Economics

and Programme Implementation (MOSPI),

Private consumption remained a pillar of strength, growing 7.2%
over the year and accounting for a 6% increase in the final quarter
alone. Encouragingly, private capital expenditure showed green
shoots of revival. Gross fixed capital formation surged by 9.4%
in Q4, lifting annual investment growth to 6.7% and indicating a
potential turning point in private-sector participation.

Export momentum softened due to global trade risks, with Q4
growth moderating to 3.9% versus a 7.4% average in earlier
quarters. Nonetheless, full-year export growth reached 6.3%, up
from 2.2% in FY2023-24, supported primarily by robust services
exports. This helped narrow the current account deficit to -0.6%
of GDP, the lowest since FY2016-17 (excluding pandemic years).

In contrast, government expenditure was restrained in Q4,
contracting by 1.8%, which led to full-year spending growth of just
2.3%. This conservative approach helped lower the fiscal deficit to
4.8% of GDP in FY2024-25, despite it being an election year. Early
data from the current fiscal year shows continued fiscal prudence,
with the deficit at just 0.8% of the annual targetâthe lowest level
since monthly data tracking began in 1997.

Another key positive was the sharp fall in inflation, which declined
steadily through the year to reach 2.1% in June 2025âthe lowest
since January 2019. This created room for monetary easing, with
policy rates being cut by 100 basis points between February and
June 2025.

Together, these developments set a strong foundation for
FY2025-26, with Deloitte projecting GDP growth in the range of
6.4% to 6.7%.

OUTLOOK

Looking ahead, Deloitte Global Economic Research Center
forecasts India's GDP growth to range between 6.4% and 6.7% in
FY 2025-26, supported by easing inflation, continued domestic
demand, and bold policy measures. The revival in private capital
expenditure, a digitally skilled workforce, and expanding trade
corridors are expected to bolster long-term growth. However,
higher tariffs imposed by the Trump administration in the US
could create challenges for exporters as well as consumers.
Nevertheless, strategic trade agreements with other regions and
stronger intellectual property frameworks will serve as levers
to unlock new markets and investment flows. While global
risks persist, India's structural strengths position it favourably
to navigate uncertainty and maintain its role as a key engine of
global growth in the years to come.

Source: Deloitte Global Economic Research Center

INDUSTRY SECTOR AND OUTLOOK

India's Construction Equipment (CE) industry is the third largest in
the world, generating a turnover of approximately US$8.5 billion
annually. The industry is projected to triple in size by 2030 as it
plays a pivotal role in building the country's infrastructure and
contributing to development activities.

The sales of earth moving equipment, the largest segment in the
construction equipment industry, reached 93,531 units in FY24,
marking a 21% increase from the 77,164 units sold in FY23. This
segment constituted around 70% of total CE sales in FY24, with
backhoe loaders and crawler excavators experiencing significant
growth, contributing to 90% of the total earth moving equipment
sales. Concrete equipment, comprising concrete mixers, batching
plants, concrete pumps, and boom pumps, collectively recorded a
19% year-on-year increase in FY24.

Further, India's construction equipment market is soon to emerge
as the world's second-largest CE market, which makes it essential
to build up a trained labour pool for the CE sector that is familiar
with technological developments for CE manufacturing.

However, the positive outlook for the CE and infrastructure sectors
must be viewed in the context of emerging global uncertainties.

In particular, the recent resurgence of tariff wars among major
global economies has introduced volatility in the cost of imported
components, machinery and raw materials. Given that several
critical inputs in construction equipment manufacturing and
project execution are globally sourced, these trade tensions
could result in supply chain disruptions, increased procurement
costs, and planning delays. While India's domestic demand
remains strong, stakeholders in the infrastructure ecosystem must
navigate this external turbulence with strategic foresight.

Source:https://www.india-briefing.com/news/indias-construction-

equipment-market-second-largest-worldwide-by-2030-32585.html/

Investment Opportunities in the Roads Sector

As India aims to become a developed economy of USD 32 Trillion
by 2047, the highway network planning has evolved from project
to integrated infrastructure planning such as -

Project based Planning (Past)-	Â	Corridor based Planning (Present)-	Â	Integrated Infrastructure Planning (Future)-
Development of Golden Quadrilateral and North-South(N-S) & East-West(E-W) corridors under National Highway Development Project (NHDP) & Planning majorly at project level in subsequent NHDP phases.		Focus on development of major corridors across country. Consistent user experience & connectivity to economic centers- Bharatmala Pariyojana.		Development of a Plan of HighÂ¬ speed road corridor network. Plan for Vision 2047. Focus on multiÂ¬ modal transport.

Components Of MoRTH Vision 2047: 60,000 km of NHs
Planned Under Vision 2047
Improving Connectivity through Strategic Road
Development

High-speed corridors are being developed to improve logistics
efficiency, promote regional equity, and connect major economic,
industrial, and tourist hubs. These corridors will also link key
locations such as operational and planned sea ports, the top 19
land ports, and coastal areas.

To ease traffic congestion around urban centres, bypasses and
ring roads are being constructed on national highways for 94
cities with populations over 5 Lakh and for all state capitals.

Additionally, strategic and international roads are being built to
enhance connectivity with neighbouring countries and border
areas. Critical missing links from the Bharatmala Pariyojana are
also being addressed to complete priority corridors.

Boosting Private Investment in Highway Infrastructure

Private investment in highways will be driven through Public-
Private Partnership (PPP) models such as Hybrid Annuity Model
(HAM) and Build-Operate-Transfer (BOT). The government is
reviving the BOT (Toll) model, with ? 35,000 Crore worth of
projects planned for award soon. Another ? 65,000 Crore worth of
projects will be awarded under the HAM model.

Private investors will play a key role in implementing the National
Master Plan for Highways. Over the next five years, ? 7.5 Lakh
Crore of private investment is expected through BOT and HAM
projects. In addition, ? 0.9 Lakh Crore will be raised through asset
monetization in the next two years.

Source: 20250630JJAE Conference_v2

National Highways: Construction & Achievements
Road Network in India:Â India has the second largest road
network and its National Highways span a total length of
146,195 km, forming the primary arterial network of the country.
The Government of India has undertaken several initiatives to
enhance and strengthen the National Highways network through
flagship programmes such as Bharatmala Pariyojana, which
includes the subsumed National Highway Development Project
(NHDP), the Special Accelerated Road Development Programme
for the North-East Region (SARDP-NE), the Special Programme for
the development of roads in Left Wing Extremism-affected Areas
(LWE), including the development of the Vijayawada-Ranchi Road,
and Externally Aided Projects (EAP).

National Highway Network:Â The National Highway (NH) network
has grown by 60%, rising from 91,287 km in 2014 to 146,195 km
currently. The length of National High-Speed Corridors (HSC) has
increased from 93 km in 2014 to 2,474 km at present. The length
of 4-lane and above National Highways (excluding HSCs) has more
than doubled, expanding from 18,278 km in 2014 to 45,947 km at
present.

CCEA Approvals for 8 National High Speed Corridor Projects:

The Cabinet Committee on Economic Affairs (CCEA) chaired by
the Hon'ble Prime Minister has approved the development of 08
important National High Speed Corridor projects with a Length of
936 km at a cost of ? 50,655 Crore across the country.

Asset Monetisation:

(i) Â Â Â TOT (Toll Operate and Transfer) Model:Â Under the TOT
model, private companies are given the right to collect tolls
on selected operational highways built with public funds.
In return, they pay the government or NHAI an upfront
lump sum through a competitive bidding process. These
rights are granted for a fixed period of 15 to 30 years, during
which the company is also responsible for operating and
maintaining the road.

In FY 2024-25, NHAI awarded TOT Bundle 16âa 251 km
stretch on the Hyderabad-Nagpur corridor (NH-44) in
Telanganaâto M/s Highway Infrastructure Trust for ?6,661
Crore for a 20-year period.

(ii) Â Â Â Infrastructure Investment Trust(InVIT) Model:Â NHAI
has set up an InvIT under the SEBI InvIT Regulations, 2014,
in which National Highways Authority of India(NHAI) is
having 16% stake apart from main investors, such as Canada
Pension Plan Investment Board Act (CPPIB), Ontario Teacher's
Pension Plan (OTPP), etc. InvIT is a pooled investment vehicle
that issues units to investors, while having three entities for
management of the Trust - Trustee, Investment Manager
and Project Manager. The three entities have defined roles
and responsibilities under the SEBI Regulations. Two rounds
(635 km) were taken up and finalised.

(iii) Â Â Â Securitisation Through SPV Model:Â A Special Purpose
Vehicle(SPV)/DME (100% owned by NHAI) has been

created by bundling road assets under consideration and
securitizing the future user fee from road assets. NHAI
will collect toll, maintain the road assets and periodically
transfer payments to the SPV sufficient for servicing debt
obligations at SPV level. About ? 8,646 Crore in 2023-24
have been raised totalling ? 42,207 Crore so far through this
method (DME-Delhi Mumbai Expressway) by NHAI.

Logistics & Allied Highway Infrastructure
Multi Modal Logistics Parks (MMLPs):Â As part of the Bharatmala
Pariyojana, 35 Multimodal Logistics Parks (MMLPs) will be
developed with a total investment of ? 46,000 Crore. Once
operational, these parks will have the capacity to handle around
700 million metric tonnes of cargo. Out of these, 15 priority
locations have been identified, where MMLPs will be developed
with an investment of about ? 22,000 Crore.

MMLP Jogighopa (Assam) in Advanced Stage:Â The Multimodal
Logistics Park at Jogighopa in Assam is in the advanced stages of
development. Key infrastructure worksâsuch as road, rail, and
water connectivity, site levelling, boundary construction, internal
roads, administrative buildings, sewage and waste treatment
plantsâare nearing completion.

The process to select a private developer under a 45-year PPP
concession is underway. The selected developer will build and
operate logistics facilities including a business centre, container
yard, warehouses, cold storage, and other related infrastructure.

Port Connectivity Road (PCR) Project:Â India has a total coastline
of ~ 7,500 km across 13 States/Union Territories. There are 227
Ports (13 Major, 214 Non-Major) along the coastline, of which
78 ports are operational (12 Major, 66 Non-Major), 11 ports (1
Major, 10 Non-Major) are under implementation and other 138
ports are currently non-operational. Out of 89 operational/under-
implementation ports, 64 have sufficient connectivity. Ministry
of Road Transport and Highways ( MoRTH) has planned the
development of 108 PCR projects of length 3,700 km.

Way Side Amenities (WSA):Â To improve the comfort and
convenience of the Highway users, the Ministry has planned the
development of state-of-the-art WSA at about every 40-60 km
along the National Highways on Public-Private Partnership (PPP)
mode.

These facilities are aimed to provide multiple options of rest and
refreshment for the highway commuters during their journey.
Some of the mandatory facilities being developed at each WSA
are fuel stations, EV charging stations, food court/restaurants,
dhabas, convenience stores, clean and hygienic toilet facilities,
drinking water, first aid/medical room including childcare room,
dedicated area for promoting local artisans, car/bus/truck parking,
Trucker facilities like Dhaba's, dormitories, drone landing facilities
/ helipad, etc. A total of 700+ WSAs were planned to be awarded
along the National Highways by FY 2025-26.

Road Transport

Strengthening Intelligent Transportation Systems (ITS) In
Public Transport System:

i. Â Â Â The Ministry has appraised the existing scheme namely

"Strengthening ITS in Public Transport Systemâ to provide
financial assistance to State/UT Governments for use of
latest technologies such as Global Positioning System (GPS)/
Global System for Mobile Communications (GSM) based
vehicle tracking system, computerised reservation/ ticketing
system, inter-modal fare integration, passenger information
system etc. The Scheme includes cost of capital expenditure
of ITS hardware, software, application development,
operation, planning, management, administrative work,
and appointment of Project Management Unit (PMU).

ii. Â Â Â The Transport Bodies such as State Transport Undertakings,

State Transport Corporations, Public Private Partnerships
and State Government Bodies (including hilly regions
and North-east States) are eligible to avail the financial
assistance under the Scheme.

iii. Â Â Â The Duration of the scheme is for 4 years (FY 2022-23, 2023Â¬

24, 2024-25 and 2025-26, i.e., during remaining period
of 15th Finance Commission Cycle). The total outlay of
the Scheme is estimated to be ? 175 Crore from Ministry.
Previous Scheme had fund of share of 50% by Ministry but
the revamped scheme has fund share of 70% by Ministry
and remaining 30% will be contributed by respective
Transport Bodies.

E-Transport:

One of the key IT initiatives by the MoRTH to modernize transport
sector management and operations is the e-Transport Mission
Mode Project. This comprehensive digital platform, developed
with technical support from National Informatics Centre (NIC) ,
enables all transport-related services through a centralized, web-
based system that operates nationwide.

It has significantly transformed the service delivery mechanisms
for various transport activities, including vehicle registration,
driving licenses, taxation, fitness, permits,etc.

This project has automated operations and transformed 200+
citizen/trade-centric Transport services into Faceless/Contactless
mode leveraging advanced technologies like, Aadhaar
Authentication, eKYC, eSign/DSC, Artificial Intelligence - AI based
Facial Recognition and GPS location capture.

e-Transport project encompasses an extensive array of
Government-to-Government (G-G), Government-to-Business
(G-B), and Government-to-Citizen (G-C) services, benefiting
many stakeholders e.g. citizens, vehicle manufacturers, dealers,
transporters, banks, insurance companies, enforcement agencies
as well as various state/central government departments and
their applications.

e-Initiatives

â¢Â Â Â Â BhoomiRashi Portal:Â The Ministry of Road Transport and
Highways has launched BhoomiRashi Portal to digitize the
land acquisition notification process to accelerate highways
infrastructure development projects and payment to
compensation for land acquisition. The portal has been
made mandatory for processing all the land acquisition
proposals w.e.f. 1st April, 2018.

The Portal has made land acquisition process faster and
error-free. It has greatly reduced the time period for
publication of notifications and brought in efficiency as well
as transparency in the whole process.

â¢Â Â Â Â E-Tolling:Â In order to ensure seamless movement of traffic
through fee plazas and increase transparency in collection
of user fee using FASTag, the National Electronic Toll
Collection (NETC) programme has been implemented on
pan-India basis.

The National Payment Corporation of India (NPCI) is the Central
Clearing House (CCH). There are forty '40' banks (including Public
and Private sector banks) engaged as issuer banks for FASTag
issuance to road users and twelve '12' acquirer banks to process
the transactions at fee plazas.

Source:Â https://www.pib.gov.in/PressReleasePage.aspx?PRID=2091508

SECTOR OUTLOOK

India has the second-largest road network in the world, spanning
a total of ~6.7 million kilometres (kms). This road network
transports 64.5% of all goods in the country and 90% of India's
total passenger traffic uses road network to commute. Road
transportation has gradually increased over the years with
improvement in connectivity between cities, towns and villages
in the country.

Highway Construction In India:Â The government has
established a provisional target of constructing 10,421 km of
national highways in FY25, reflecting a 15% decrease from last
year's achievement due to delays in state clearances caused by the
extended election process. India's road network has grown 59% to
become the second largest in the world in the last ten years.

As of December 2024, India has a total of 146,195 kilometres of
National Highway and 2,474 National high-speed corridors. In
FY24 approximately 12,300 kilometres of National Highways were
constructed. A total of 202 national highway projects worth ?
79,789 Crore (US$ 9.59 billion) are at the implementation stage in
the country and are 6,270 km in length.

In FY25 (up to December), the Ministry of Road Transport and
National Highways awarded a total length of 3,100 kms. As of
February 2025, there were 826 roads projects PPP out of 1825 total
projects in India.

Highway Construction in India (kms)

mÂ Â§ i

8.231

.829

10,85

⁵1

13,29

0,237

10,99

10,457

12,34

10.42

FY16 FY17 FY18 FY19 FY20 FY21

FY22

FY23

FY24 FY25

Note: *-

Provisional Target

Source: MoRTH

National highway construction in India increased at 9.3%
CAGR between FY16-FY24. In FY24 approximately 12,349 km of
National Highways have been constructed. Despite pandemic and
lockdown, India has constructed 10,457 km of highways in FY22.
In FY23, the Ministry of Road Transport and Highways constructed
national highways extending 10,331 kms. Under the Union
Budget 2024-25, the Government of India has allocated ? 2.72
Lakh Crore (US$ 32.68 billion) to the Ministry of Road Transport
and Highways.

Government Initiatives:

Some recent Government initiatives to promote the development
of roads and highways include:

. Under the Union Budget 2025-26, the government has
allocated ? 2,87,333.3 Crore (US$ 33.07 billion) to the
Ministry of Road Transport and Highways, reflecting a
modest increase of 2.41% compared to the FY25.

. In the Union Budget 2025-26, the government proposed to
increase allocation for capital expenditure to ? 11.21 Lakh
Crore (US$ 129.0 billion), up 10.1% from revised budget
estimate of ? 10.18 Lakh Crore (US$ 117.2 billion) in FY25.

. In January 2025, Prime Minister Narendra Mr. Narendra Modi
took a significant step to enhance India's metro network
by launching several development projects worth over ?
12,200 Crore (US$ 1.43 billion) in Delhi.

. Investment in road connectivity projects including Patna-
Purnea expressway, Buxar-Bhagalpur highway and an
additional two-lane bridge over the Ganga in Buxar for ?
26,000 Crore (US$ 3.11 billion) along with a new 2,400 MW

power plant at Pirpainti costing ? 21,400 Crore (US$ 2.56
billion).

. India's Gati Shakti program has consolidated a list of 81
high impact projects, out of which road infrastructure
projects were the top priority. The major highway
projects include the Delhi-Mumbai expressway (1,350
km), Amritsar-Jamnagar expressway (1,257 km) and
Saharanpur-Dehradun expressway (210 km). The main
aim of this program is a faster approval process which can
be done through the Gati shakti portal and digitized the
approval process completely.

Source:Â https://www.ibef.org/industry/roads-india

Voluntary Vehicle Modernization Program or Vehicle
Scrapping Policy

The MoRTH has launched the Program to create an ecosystem for
phasing out unfit polluting vehicles across the country through
a network of Registered Vehicle Scrapping Facilities (RVSFs) and
Automated Testing Stations (ATSs). Presently, there are sixty-plus
(60+) RVSFs across 17 States / UTs and seventy-five (75+) ATSs
across 12 States / UTs operational in the country with many more
in the pipeline.

Source:Â https://www.pib.gov.in/PressReleasePage.aspx?PRID=2049367

IBC and PPP Projects: A Mismatch of Framework

The Insolvency and Bankruptcy Code (IBC), while effective in many
sectors, has proven to be misaligned with the realities of Public-
Private Partnership (PPP) infrastructure projectsâespecially
in the roads sector. PPPs are governed by detailed concession
agreements that outline risk-sharing, default remedies, and

substitution mechanisms. However, IBC proceedings often
override these frameworks, placing concessionaires at a
disadvantage and leading to significant erosion of project
value, particularly in Build-Operate-Transfer (BOT) models.
In many cases, defaults arise from delays or failures by the
authority or lenders, but it is only the concessionaire who
faces insolvency proceedings. Once IBC is triggered, critical
avenues for claim recoveryâsuch as termination payments
under the Model Concession Agreement (MCA)âare blocked.
In contrast, the MCA allows lenders up to 90% recovery
through substitution or termination mechanisms. By ignoring
these built-in remedies and enforcing blanket resolutions
through IBC, the process often results in haircuts of as much
as 60-70%, deterring private participation in future PPPs.
This situation is worsened by the rigid and mechanical application
of IBC by lenders and resolution professionals, who may lack the
project-specific expertise to preserve value. There is an urgent
need to align insolvency resolution with the commercial realities
of PPPs by promoting alternative remedies under the concession
framework. Without this, the very objective of infrastructure
development through private participation is at risk.

COMPANY OVERVIEW

Incorporated in 2006, Bharat Road Network Limited (BRNL)
is a leading Build-Operate-Transfer (BOT) company in India
specialising in the development, implementation, operation,
and maintenance of road and highway infrastructure. With
an extensive experience of almost two decades, BRNL has
demonstrated capability of managing a portfolio of road
assets valued of over ? 7000 Crore encompassing BOT projects
covering approximately 3,000 lane kilometers of national and
state highways.

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

i. Â Â Â Project development and implementation.

ii. Â Â Â Tolling Operations and Highway Management; and

iii. Â Â Â Advisory Services and Project Management Services

including Construction Supervision/Debt Syndication for
your Company's projects.

BRNL currently manages one operational BOT asset in Keralaâ
Guruvayoor Infrastructure Pvt. Ltd. (GIPL)âwhich involves
the 4/6 laning of the Thrissur-Angamali section of NH 544.
Additionally, the company is also undertaking the four-laning of
the Palma-Gumla section of NH 23 in Jharkhand jointly with its
partner.

BRNL's portfolio reflects its diversified capabilities and pan-
India operational footprint. Your Company has led the
development and management of high-impact highway
corridors through Solapur Tollways Private Limited (STPL) in
Maharashtra, Kurukshetra Expressway Private Limited (KEPL) in

Shree Jagannath Expressway

Haryana, and Mahakaleshwar Tollways Private Limited (MTPL) in
Madhya Pradeshâeach contributing meaningfully to regional
connectivity. The concession agreements for these projects were
terminated due to various defaults attributable to the respective
Project Authorities. Your Company continues to actively pursue
claims for the financial losses sustained as a result of these
defaults.

Additionally, the project undertaken by Ghaziabad-Aligarh
Expressway Pvt Ltd (GAEPL) in Uttar Pradesh and Shree
Jagannath Expressway Pvt Ltd (SJEPL) in Odisha exemplify
BRNL's operational excellence in managing high-density
corridors. These projects recorded substantial traffic volumes
during their operational tenure. Ownership of these assets was
subsequently transferred to marquee institutional investors,
underscoring their strategic value and BRNL's ability to deliver
bankable infrastructure.

These projects collectively demonstrate BRNL's commitment to
efficient execution, strategic asset management, and proactive
claim realizationâkey pillars of its long-term value creation
strategy.

BUSINESS PERFORMANCE

During the year under review, your Company continued its focus
on improving operational efficiency and reinforced its focus
on value realization through efficient Claims and Contracts
Management through arbitration and conciliation. Your
Company has furthermore adopted a prudent project delivery
mechanism to expedite the execution of existing assets under
construction.

Operational Revenue from Road Assets

â¢ Â Â Â Guruvayoor Infrastructure Private Limited (GIPL)

During the financial year, GIPL recorded toll revenue of
? 186.53 Crore against ? 186.46 Crore in FY23-24, reflecting
a steady operational performance. The Average Daily
Revenue (ADR) ended up at ? 51.76 Lakhs in the financial
year 2024-25 from an ADR of ? 50.95 Lakhs in the financial
year 2023-24.

â¢ Â Â Â Solapur Tollways Private Limited (STPL)

Toll revenue from STPL was accrued only for a partial period,
amounting to ? 26.05 Crore at an ADR of ? 23.68 Lakhs, upto
the date of issuance of Termination Notice by STPL on 19th
July, 2024, in terms of the Concession Agreement executed
between STPL and NHAI.

Settlement of Claims and Disputes between OSEPL and
NHAI

The project undertaken by Orissa Steel Expressway Private Limited
(OSEPL), subsidiary of your company was foreclosed and handed
over to National Highway Authority of India (NHAI) with effect
from January 13, 2017 due to failure in providing encumbrance
free land, forest clearance etc. by NHAI.

Consequently, OSEPL invoked Arbitration on October 16, 2017
and finally Tribunal awarded Claim of ? 32,277 Lakhs vide Award
dated March 31, 2019 in favour of OSEPL which was upheld by
Hon'ble Delhi High Court.

The OSEPL applied for One Time Settlement under Vivad Se
Vishvas II (Contractual Disputes) Scheme by Ministry of Road
Transport and Highways (MoRTH) on GeM portal on 28.03.2024
and thereafter received ? 391.67 Crore on 8th July 2025, marking
the full and final settlement of all contractual disputes related
to its highway project agreement with the National Highways
Authority of India. This resolution brings closure to the matter,
with no further claims or proceedings with National Highways
Authority of India.

Admission of Insolvency Petition Against Solapur Tollways
Pvt Ltd.

Solapur Tollways Private Limited (STPL), a subsidiary of your
Company, had earlier received a notice from Union Bank of India
regarding a petition filed with the National Company Law Tribunal
(NCLT) in Kolkata, seeking to initiate insolvency proceedings
due to outstanding dues of ? 195.55 Crore. On 20th December
2024, the learned Tribunal admitted the petition under the
Insolvency and Bankruptcy Code and confirmed the claim, which
includes ? 184.23 Crore in principal and ? 11.31 Crore in interest.
Consequently, the Learned Tribunal has appointed a Resolution
Professional to oversee the resolution process.

Arbitration Award in Favor of KEPL

Kurukshetra Expressway Private Limited (KEPL), an associate of
your Company, had terminated its concession agreement with
the National Highways Authority of India due to the suspension
of toll collection caused by farmers' protests. Following this, KEPL
had been pursuing claims with National Highways Authority
of India under various heads including Termination Payment
and loss of revenue due to parallel roads. During the year under
review, KEPL received arbitration awards in its favor, which include
a termination-related payment amounting to approximately
? 910 Crore .

FUTURE BUSINESS PLANS & OUTLOOK
Employee Empowerment and Resilience

To revive growth potential, your Company is strengthening
workforce resilience by fostering a culture of agility, ownership,
and empowerment. Your Company aims to empower the
employees to adapt, innovate, and align with strategic goalsâ
ensuring the organization continues to show resilience amid
adversity and remains performance-driven as well as future-ready.

Strategic Transformation and Value Creation

Your Company, operating as an infrastructure developer through
an asset aggregation platform, is entering a renewed phase of
strategic transformation. Building on its foundation of targeted

portfolio realignment and focused claim realization, your
Company continues to prioritize long-term value creation through
disciplined execution and operational excellence.

Debt Realignment and Capital Optimization

A key focus of the forward strategy is the realignment of debt
liabilities through structured debt solutions. This includes
proactive approach for settlement, negotiation, and financial
restructuring efforts aimed at strengthening your Company's
financial position and enhancing liquidity.

Claim Realization and Risk Mitigation

Claim realization remains central to the Company's value
strategy. A multi-pronged approachâencompassing arbitration,
conciliation, litigation, and mediationâhas been adopted
to resolve claims effectively. These efforts are supported by
reinforced capabilities in claims and contract management,
enabling the Company to assess, manage, and mitigate risks with
precision.

Asset Monetization for Growth Capital

To support its growth ambitions, the Company continues to
explore opportunities to monetize mature assets and adopt
a capital recycling strategy to unlock liquidity and fund
reinvestment into high-potential opportunities, ensuring a leaner
and more agile asset base.

Growth through Partnerships and Sectoral Focus

Looking ahead, the Company is actively pursuing strategic
partnerships and collaborative participation in emerging
infrastructure opportunitiesâparticularly in the roads and
highways sector. This growth-oriented approach is underpinned
by robust construction management systems and a commitment
to operational excellence, positioning the Company to capitalize
on the next wave of infrastructure development.

FINANCIAL PERFORMANCE

During the year under review, on a standalone basis, your
Company recorded Total Income of ? 1382.00 Lakhs in FY24-25

against ? 1,385.5 Lakhs in 2023-24. The Company recorded net
loss of ? 30815.06 Lakhs during the year against a net loss of
? 2206.88 Lakhs in the previous year.

Previous Year on a consolidated basis, during the year under
review, your Company has made a profit of ? 13,612.80 Lakhs as
against a Net Loss of ? 11,322.57 Lakhs in the previous Financial
Year. Gross Revenue during the current Financial Year increased
to ? 48,000.58 Lakhs as against ? 39,110.00 Lakhs in the previous
Financial Year.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The past year has been pivotal for your Company as it continued
its focus on seamless operations despite innumerable litigation
challenges and regulatory hurdles throughout the year.

Over the past few years, your Company has witnessed a major
organizational realignment due to some significant departures
but rather than focusing on merely filling the gaps left by those
changes, your Company chose to invest in existing talent,
providing employees with greater opportunities for professional
growth and broadening their horizons.

As we move forward, HR strategy of the Company will continue to
focus on building a resilient, adaptable workforce that is aligned
with the company's long-term vision. Your Company remains
committed to ongoing talent development, cost management,
and process optimisation to ensure that human capital continues
to be a key driver of success in near future.

With strategic actions aimed towards manpower realignment
and cost optimisation, your Company is confident in the ability
to navigate through the ongoing challenges and capitalise on
upcoming opportunities, ultimately delivering sustained value
to our stakeholders. As on March 31, 2025, the overall group
headcount including the SPVs was 208, consisting of 36 on-roll
employees and 172 off-roll employees.

RISK MANAGEMENT

Risk management is at the heart of BRNL's growth strategy,
empowering us to navigate challenges and seize opportunities
with confidence. Our approach is built on a deep understanding
of the diverse risks we face, backed by meticulously crafted risk
policies and procedures that align with industry best practices.
BRNL has developed robust systems and embraced strong
practices to identify, measure, and mitigate risks effectively.
By maintaining these risks within pre-defined appetite levels,
we ensure that our operations remain resilient and adaptive,
supporting our long-term objectives. This proactive stance
enables BRNL to not only safeguard its assets but also to drive
innovation and progress across all facets of our business.

Risks and Mitigation
Growth Risk

Your company recognize that managing growth effectively is
crucial to realizing our strategic vision. Growth risk involves the

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

Business Risk

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

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

Regulatory Risk

Your Company's operations are significantly influenced by
government policies and regulations, which can impact our
business if adverse changes occur. To mitigate regulatory risk,
your Company regularly review and monitor government policies
and potential developments. By conducting impact assessments,
we can plan and implement necessary actions in a timely
manner, ensuring our business remains aligned with regulatory
requirements and prepared for any changes. The Insolvency and
Bankruptcy Code (IBC) poses a regulatory risk for the Company,
as its blanket application overrides concession agreements in PPP
projects. This leads to blocked termination payments, heavy value
erosion, and unfair insolvency exposure even when defaults stem
from authorities or lenders. Such misalignment threatens recovery
prospects and the long-term viability of investments.

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

INTERNAL CONTROL AND AUDIT

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

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

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

Your Company's Internal Financial Control (IFC) System is
tailored to match the nature of its business and the complexity
of its operations. This system is designed to provide reasonable
assurance over critical business activities and operations, ensuring
the orderly and efficient conduct of business, safeguarding
critical procurements, preventing and detecting fraud and errors,
and ensuring compliance with regulations. The IFC also ensures
the timeliness and reliability of financial reporting.

The company's IFC systems are regularly reviewed, and actions
are taken to strengthen control and risk management procedures
as needed. The Audit Committee of the Board evaluates and
reviews the adequacy and effectiveness of these Internal Control
Systems and suggests improvements to strengthen them. Based
on the Internal Auditor's report and management's response,
necessary corrective actions are undertaken to enhance controls.

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

During the year under review, your Company continued with
the services of M/s. KGRS & Co., a Chartered Accountant Firm
(Firm Registration No. 310014E), as the Internal Auditor for the
financial year ending March 31,2025. The firm possesses requisite
academic and professional qualifications, work experience, skills,
and other suitable capabilities to effectively audit and assess the
company's internal controls.

CAUTIONARY STATEMENT

Statement in the Management Discussion and analysis describing
the Company's objectives exceptions or predications may be
forward looking within the meaning of applicable securities, laws

and regulations. Actual results may differ materially from those
expressed in the statement. Several factors could make significant
difference to the Company's operation. These include climatic
conditions and economic conditions affecting demand and
supply, government regulations and taxation, natural calamities
etc. over which the Company does not have any control.

SUBSIDIARY & ASSOCIATE COMPANIES

As on 31st March, 2025, your Company had 3 (three) Subsidiaries
and 2 (two) Associate Companies.

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

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

Although STPL continues to remain a subsidiary under the provisions
of the Companies Act, 2013, pursuant to initiation of CIRP and in
terms of the Order of the Hon'ble NCLT, Kolkata dated December
20, 2024, your Company has ceased to exercise control over STPL
in compliance with IND-AS 110. Consequently, the Company has
impaired the carrying value of its investments of ?23,116.43 Lakhs
and receivables of ?2,286.30 Lakhs in STPL during the year ended
March 31,2025.

PERFORMANCE AND FINANCIAL POSITION OF
SUBSIDIARIES & ASSOCIATE COMPANIES

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

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

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

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

There has been no material change and commitment affecting
the financial position of your Company, which occurred from the
end of the Financial Year ended on March 31, 2025 and the date
of this Report.

CAPITAL STRUCTURE

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

The Board comprises of optimum combination of Executive, NonÂ¬
Executive and Independent Directors, including Women Director,
with more than 50 (fifty) per cent of the Board comprising of
Independent Directors. In compliance with the requirements of
the SEBI Listing Regulations, 2015, more than half of the board of
directors comprises of Independent Directors.

As on 31st March, 2025, your Company had 9 (nine) Directors
comprising 1 (one) Executive Director and 8 (six) Non-Executive
Directors, all of whom are Independent Directors. Your Company
has 2 (two) women director on the Board.

As on the date of this Report, your Company has 6 (six) Directors
comprising of 1 (one) Executive Director and 5 (five) Independent
Directors. Your Company has 1 (one) woman director on the Board.

Shareholders' approval was accorded by way of postal ballot
(through electronic means only) on 21st March 2024 for
continuation of Directorship of Prof. Santanu Ray (DIN: 00642736) as
an Independent Director who attained the age of 75 years on 30th
June, 2024 and also for his re-appointment as Independent Director
for a second term of 5 consecutive years w.e.f. 30th July, 2024.

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

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

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

Taking into consideration his seniority, rich experience, and
invaluable guidance over the years, the Board has appointed
Prof. Santanu Ray (DIN: 00642736) as the Chairman of the Board
of Directors with effect from the close of business hours on 13th
May, 2025. The Board is confident that under his stewardship, the
Company will continue to strengthen its governance standards and
strategic direction.

The brief resume / details relating to Directors who are proposed
to be appointed / re-appointed are furnished in the Notice of the
ensuing AGM. The Board of Directors of your Company recommends
the appointment / reappointment of the above Directors.

Your Company has received declaration from each of the
Independent Directors under Section 149(7) of the Companies Act,
2013 that they meet the criteria of Independence as laid down in

Section 149(6) of the Companies Act, 2013 and Regulation 16(1)
(b) of SEBI Listing Regulations, 2015 and that he/she is not aware
of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact his/her ability to discharge
his/her duties with an objective Independent judgment and
without any external influence. All requisite declarations have been
duly placed before the Board.

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

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

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

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

Key Managerial Personnel

As per the provisions of Section 203 of the Companies Act,
2013, read with Rule 8 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended
from time to time, the following Director / Executives of your
Company are the Key Managerial Personnel as on 31st March,
2025 -

Name	Designation
Mr. Bajrang Kumar Choudhary	Managing Director
Ms. Manisha Chandalia	Chief Financial Officer
Ms. Ankita Rathi	Company Secretary
Mr. Vinay Agrawal	Senior Vice-President - Investments (designated by the Board as the Key Managerial Personnel within the meaning of Section 2(51) and 203 of the Companies Act, 2013

Mr. Arindam Bhowmick resigned as the Chief Financial Officer of
the Company w.e.f. 29th September, 2024 in order to pursue other
career opportunities.

Ms. Manisha Chandalia was appointed as the Chief Financial
Officer of the Company w.e.f 24th December 2024.

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

MEETINGS OF BOARD OF DIRECTORS

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

7 (Seven) Meetings of the Board of Directors of the Company were
held during the Financial Year 2024-25 on 23rd May, 2024, 5th
July, 2024, 13th August, 2024, 27th August, 2024, 11th November,
2024, 24th December, 2024 and 11th February, 2025.

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

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

AUDIT COMMITTEE

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

The Audit Committee of your Company comprised of the following
Members as on 31st March, 2024 -

Name	Category	Designation
1. Prof. Santanu Ray	Independent Director	Chairman
2. Mr. Brahm Dutt	Independent Director	Member
3. Dr. (Ms.) Tuk Tuk	Independent	Member
Ghosh Kumar	Director	Â

The Board of Directors at its meeting held on 11th February, 2025
had reconstituted the Audit Committee as hereunder -

Â	Name	Category	Designation
1.	Prof. Santanu Ray	Independent Director	Chairman
2.	Mr. Brahm Dutt	Independent Director	Member
3.	Dr. (Ms.) Tuk Tuk Ghosh Kumar	Independent Director	Member
4.	Mr. Rakesh Kumar Gupta	Independent Director	Member
5.	Mr. Rajesh Lihala	Independent Director	Member

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

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

Mr. Jaydeep Chakraborty (DIN: 00282891) was inducted as a
Member of the Audit Committee w.e.f. 3rd May, 2025.

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

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

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

Â	Name	Category	Designation
1.	Prof. Santanu Ray	Independent Director	Chairman
2.	Mr. Jaydeep Chakraborty	Independent Director	Member
3.	Mr. Rajesh Lihala	Independent Director	Member
4.	Dr. (Ms.) Manta Dey	Independent Director	Member

Mr. Bajrang Kumar Choudhary, Managing Director is a permanent
invitee to the Meetings of Audit Committee.

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

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

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

During the Financial Year 2024-25, 5 (five) Meetings of the Audit
Committee were held on 23rd May, 2024, 13th August, 2024, 11th
November, 2024, 24th December, 2024 and 11th February, 2025.

The details of the attendance of the Members thereof and other

particulars are provided in the Corporate Governance Report
forming part of this Annual Report.

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

NOMINATION AND REMUNERATION COMMITTEE

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

The Nomination and Remuneration Committee of your Company
comprised of the following Members as on 31st March, 2024:

Â	Name	Category	Designation
1.	Prof. Santanu Ray	Independent Director	Chairman
2.	Mr. Brahm Dutt	Independent Director	Member
3.	Dr. (Ms.) Tuk Tuk Ghosh Kumar	Independent Director	Member
4.	Mr. Shree Ram Tewari	Independent Director	Member

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

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

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

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

He, however, is continuing as a Member of the said Committee.

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

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

Name	Category	Designation
1. Mr. Rajesh Lihala	Independent Director	Chairman
2. Prof. Santanu Ray	Independent Director	Member
3. Mr. Shree Ram	Independent	Member
Tewari	Director	Â

Mr. Bajrang Kumar Choudhary, Managing Director, is a permanent
invitee to the Meetings of Nomination and Remuneration
Committee.

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

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

During the Financial Year 2024-25, 4 (four) meetings of the
Nomination and Remuneration Committee were held on 20th
May, 2024, 3rd June, 2024, 24th December, 2024 and 11th
February, 2025.

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

Two per cent. of the average net profits of your company made
during the three immediately preceding financial years is
negative, and therefore, your Company is not required to make
any mandatory contribution towards CSR for the Financial Year
2024-25.

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

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

is being discharged by the Board of Directors of Your Company.

PERFORMANCE EVALUATION

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

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

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

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

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

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

Based on the above parameters, the performance of the Board and
that of most of the Individual Directors (including Independent
Directors) was evaluated and found to be effective. Performance
evaluation of Independent Directors was done by the entire
Board, excluding the Independent Director being evaluated.

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

During the year under review, in a separate meeting of
Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Chairman of the Company
was evaluated, taking into account the views of executive
directors and Non-Executive directors. It was held unanimously

that the Non-Independent Director, viz Managing Director brings
to the Board, abundant knowledge in his field and is an expert in
his area. Besides, he is insightful, convincing, astute, with a keen
sense of observation, mature and has a deep knowledge of your
Company. The Managing Director's performance was rated as
effective.

It was held unanimously agreed that other Non-Executive
Non-Independent Directors actively engaged in the board's
deliberations and provided an independent perspective to
drive strategic decision-making and objective judgement. Their
performance was rated as effective.

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

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

The information flow between your Company's Management and
the Board is satisfactory.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

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

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

During the year under review, all related party transactions
entered into by the Company, were approved by the Audit
Committee and were at arm's length and in the ordinary course
of business and were in compliance with the applicable provisions
of the Companies Act, 2013 and SEBI Listing Regulations, 2015. All

Related Party Transactions as per SEBI Listing Regulations, 2015
and as per Companies Act, 2013 are placed before the Members
for their approval.

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

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

The Board of Directors recommend to the Shareholders of
your Company to accord prior approval to the Related Party
Transactions proposed to be entered into by the Company and
its subsidiaries, in one or more tranches, during the period 1st
October, 2025 to 30th September, 2026 (including subsequent
material modification(s), if any to be made in the proposed
RPTs), which may be / may not be material in terms of the said
Regulations, at the ensuing Annual General Meeting of the
Company.

POLICY FOR DETERMINING 'MATERIAL' SUBSIDIARIES

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

As on March 31, 2025, two subsidiaries of your Company, Solapur
Tollways Private Limited (STPL) and Guruvayoor Infrastructure
Private Limited (GIPL) are the Material Unlisted Subsidiaries of
your Company, as per Regulation 16(1 )(c) of the SEBI Listing
Regulations, 2015.

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

POLICY AGAINST SEXUAL HARASSMENT AT
WORKPLACE

Your Company is committed to provide and promote a safe,
healthy and congenial atmosphere irrespective of gender, caste,
creed or social class of the employees. Your Company in its
endeavour to provide a safe and healthy work environment for
all its employees has developed a policy to ensure zero tolerance
towards verbal, physical, psychological conduct of a sexual nature
by any employee or stakeholder that directly or indirectly harasses,
disrupts or interferes with another's work performance or creates
an intimidating, offensive or hostile environment such that each
employee can realize his/her maximum potential.

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

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

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

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

The Company has also designatedÂ [email protected], an
e-mail ID for providing access to the employees of the Company
to disclose any unethical and improper practice taking place in the
Company for appropriate action and reporting. The said Policy is
available on your Company's website,Â www.brnl.inÂ and a link to
the said Policy has been provided elsewhere in this Annual Report.

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

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

During the Financial Year 2024-25, no significant and material
orders have been passed by Regulators or Courts or Tribunals,
impacting your Company's going concern status and operations
in future.

AUDITORS

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

Further, vide notification dated 7th May, 2018 issued by Ministry
of Corporate Affairs, the requirement of seeking ratification of
appointment of statutory auditors by members at each AGM
has been done away with. Accordingly, no such item has been

considered in notice of the 18th AGM.

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

AUDIT QUALIFICATIONS

M/s. SS Kothari Mehta & Co. LLP, Chartered Accountants and the
Statutory Auditors of the Company have given qualified opinion
on the Standalone and Consolidated Financial Statements of the
Company for the Financial Year ended on 31st March, 2025 as
below -

i. Â Â Â We refer note - 15(ii)B of the standalone financial statements

where the Company has not recognized interest on ' 7,00C
Lakhs from July 01,2019 onwards which is not in compliance
of Ind AS 1 'Presentation of Financial Statements' read with
Ind AS 109 'Financial Instruments'. Due to this, loss before tax
of the Company for the year ended March 31,2025 has been
understated by ' 892.50 Lakhs and the current liabilities as
at March 31,2025 has been understated by ' 5,137.38 Lakhs.

ii. Â Â Â We refer note - 15(ii)A of the standalone financial statements

where the Company has not recognized interest on
' 19,357.73 Lakhs from July 01,2024 onwards which is not in
compliance of Ind AS 1 'Presentation of Financial Statements
read with Ind AS 109 'Financial Instruments'. Due to this,
loss before tax of the Company for the year ended March
31, 2025 has been understated by ' 2,919.57 Lakhs and the
current liabilities as at March 31,2025 has been understated
by ' 2,919.57 Lakhs.

The Board's Comment on the qualified opinion given by the
Statutory Auditors of the Company on the Standalone and
Consolidated Financial Statements of the Company for the
Financial Year ended on 31st March, 2025 has been suitably covered
under notes to Accounts forming part of the Annual Report viz.
note no. 15(ii) A & B of the Standalone Financial Statements. The
observations of the Statutory Auditors, when read together with
the relevant notes to the accounts and accounting policies are
self-explanatory and do not call for any further comment.

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

SECRETARIAL AUDIT

Your Company had appointed M/s. MR & Associates, Practicing
Company Secretary, Kolkata, as the Secretarial Auditor of
the Company, for the Financial Year 2024-25, to conduct the
Secretarial Audit pursuant to Section 204 of the Companies Act,
2013, read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the Financial Year ended March
31,2025 does not contain any qualification, reservation or adverse

remark or disclaimer and has been set out as an Annexure to this
Directors Report.

COST RECORDS AND AUDIT

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31, 2025 is available on the
Company's websiteÂ https://brnl.in/wp-content/uploads/2025/09/
Annual-Return-for-the-FY-2024-25.pdf

BRNL WEBSITE

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

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

PARTICULARS OF EMPLOYEES

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) . Â Â Â in the preparation of the Annual Accounts for the Financial

Year ended 31st March, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures;

(ii) . the Directors have selected such accounting policies and

applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of your Company
at the end of the Financial Year and of the profit of your
Company for that period;

(iii) . the Directors have taken proper and sufficient care for the

maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of
your Company and for preventing and detecting fraud and
other irregularities;

(iv) . the Directors have prepared the Annual Accounts for the

Financial Year ended 31st March, 2025 on a going concern
basis;

(v) . the Directors have laid down internal financial controls to be

followed by your Company and that such internal financial
controls are adequate and are operating effectively; and

(vi) . the Directors have devised proper systems to ensure

compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

INSIDER TRADING CODE

Your Company has adopted a Code of Conduct under the
Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 to regulate, monitor and report trading
by Designated Persons and their Immediate Relatives.

The Code is applicable to all Directors, Designated Persons and
Insiders, who are expected to have access to Unpublished Prices

Sensitive Information (UPSI). The Company Secretary is the
Compliance Officer for monitoring adherence to the applicable
Regulations.

FAIR DISCLOSURE CODE

Pursuant to Regulation 8 read with Schedule A of the SEBI
(Prohibition on Insider Trading) Regulations, 2015, the Board of
Directors of your Company have adopted the Code of Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI) which lays down the principles and practices to
be followed by the Company pertaining to universal disclosure of
UPSI. The Chief Financial Officer of the Company, also designated
as Chief Investor Relations Officer, is authorised to deal with
dissemination of information and disclosure of UPSI in a fair and
unbiased manner. The Code has been made available on the
Company's websiteÂ www.brnl.in.

CORPORATE GOVERNANCE

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

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

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

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

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

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

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

Your Company also has a receivable of ' 114.19 Crores from IL&FS
Group Company viz. IL&FS Transportation Networks Limited

(ITNL). Hon'ble National Company Law Appellate Tribunal (NCLAT)
has granted moratorium on recovery of such claims against all
IL&FS Group Companies, including IFIN and ITNL.

Your Company has initiated appropriate measures for set off of
this payable and recovery of the balance amount.

Further an application has been filed by IL&FS on July 18, 2023
before the Hon'ble NCLAT, New Delhi seeking an approval for
unwinding / collapse of the transactions entered into with "third
party borrowersâ (which would include your Company) as against
the dues of the relevant IL&FS group company "final borrowerâ
(which in this case means ITNL), and further restricting the accrual
of interest upto cutoff date i.e October 15, 2018. In view of this,
on a joint request made by the parties before Hon'ble NCLT, the
matter was adjourned sine die of passing the order by Hon'ble
NCLAT.

Subsequently, IFIN has filed an application before the Hon'ble
NCLTâMumbai, seeking a direction and relief for mutual
discharge of dues and payables among various entities, including
your Company.

The matter is currently sub judice.

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

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

ii. Â Â Â Your Company had received an application filed by
the Administrator of Srei Equipment Finance Limited
("Applicantâ) under section 60(5) and 66 of the Insolvency
and Bankruptcy Code, 2016, before the Hon'ble National
Company Law Tribunal, Kolkata Bench (NCLT) in the matter
of Reserve Bank of India vs. Srei Equipment Finance Limited
wherein Your Company inter alia has been made a party
amongst multiple respondents and it has been alleged that
your Company along with some more respondents, have
indulged in round tripping of funds.

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

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

The matter is currently sub-judice.

GENERAL DISCLOSURES

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

â¢ Â Â Â Issue of equity shares with differential rights as to dividend,
voting or otherwise;

â¢ Â Â Â Issue of sweat equity shares;

â¢ Â Â Â Your Company does not have any scheme of provision of

money for the purchase of its own shares by employees or
by trustees for the benefit of employees;

â¢ Â Â Â There was no revision in the Financial Statements;

â¢ Â Â Â There was no change in the nature of business; and

â¢ Â Â Â There was no one time settlement done by the company for

the loans availed from banks or financial institutions.

â¢ Â Â Â Your Company has a Maternity Support Programme which is

in compliance with the provisions of the Maternity Benefit
Act, 1961.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the
excellent support and co-operation received from Financial
Institutions, Bankers, National Highway Authority of India (NHAI),
Ministry of Corporate Affairs (MCA), Registrar of Companies (ROC),
EPC Partners and SPV Partners and other stakeholders during the
year under review. Your Directors also place on record their deep
appreciation for the valuable contribution made by the Company's
employees and look forward to their continued cooperation in
realization of motto of the Company, "Behtar Raste, Badhta Bharatâ.

Place: Kolkata Â Â Â On behalf of the Board of Directors

D_at_e:Â 12 08 2025 Â Â Â ForÂ Bharat Road Network Limited

Santanu Ray Â Â Â Bajrang Kumar Choudhary

Chairman Â Â Â Managing Director

DIN:00642736 Â Â Â DIN:00441872

Mar 31, 2024

Your Directors have the pleasure in presenting the Seventeenth Annual Report, together with the Audited Accounts ofyour Company, for the Financial Year ended on31st March, 2024. The summarized financial performance ofyour Company is as under:

FINANCIAL SUMMARY / HIGHLIGHTS: ₍? ,_{n Lakhs)}

	Standalone		Consolidated
Particulars	Financial Year 2023-24	Financial Year 2022-23	Financial Year 2023-24	Financial Year 2022-23
Revenuefrom Operations	734.60	2,673.79	37,972.21	32,633.93
Other Income	650.92	213.83	1,137.79	2,374,97
Total Income	1385.52	2,887.62	39,110.00	35,008.90
Profit/(loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense	462.03	(3,859.46)	14,907.67	3,653.14
Less: Depreciation & Amortisation	5.93	7.01	8,191.88	5,676.49
Profit/(loss) before Finance Costs, Exceptional items and Tax Expense	456.10	(3,866.47)	6,715.79	(2,023.35)
Less: Finance Costs	3443.97	(3,082.07)	18,819.35	18,388.95
Profit /(loss) before share ofProfit/(Loss) ofAssociates, Exceptional items and Tax Expense	(2987.87)	(6,948.54)	(12,103.56)	(20,412.30)
Share of Profit / (loss) of Associates	-	-	-	(849.58)
Add/(less): Exceptional items	-	(2,767.44)	-	(961.28)
Profit /loss before Tax Expense	(2987.87)	(9,715.98)	(12,103.56)	(22,223.16)
Less: Tax Expense (Current & Deferred)	(780.99)	(1,698.63)	(780.99)	(1698.63)
Profit /loss for the year (1)	(2206.88)	(8,017.35)	(11,322.57)	(20,524.53)
Total otherComprehensive Income/loss (2)	3.23	(21.30)	63.58	49.35
Total (1 2)	(2203.65)	(8,038.65)	(11,258.99)	(20,475.18)
Profit / (Loss) for the year attributable to:
Owners ofthe Company	-	-	(11,200.10)	(20,957.66)
Non-Controlling Interest	-	-	(122.47)	433.13
Other Comprehensive Income for the year attributable to:
Owners ofthe Company	-	-	55.37	32.50
Non-Controlling Interest	-	-	8.21	16.85
Total Comprehensive Income for the year attributable to:
Owners ofthe Company	-	-	(11,144.73)	(20,925.16)
Non-Controlling Interest	-	-	(114.26)	449.98
Balance broughtforward from the previousyear	(40150.63)	(32,111.97)	(87,595.41)	(66,670.25)
Profit/(Loss) available to Owners for appropriation	(2206.88)	(8,017.35)	(11,200.10)	(20,957.66)
Appropriations:
Dividend	-	-	-	-
Taxon Dividend	-	-	-	-
AdjustmentforOtherComprehensive Income: Gain/(Loss)	3.23	(21.30)	55.37	32.50
Balance carried to Balance Sheet	(42,354.29)	(40,150.63)	(98,740.14)	(87,595.41)

Note:The above figures have been extracted from the Standaloneand Consolidated Financial Statements oftheCompany,forthe Financial Yearended on March 31,2024, prepared as per Indian Accounting Standards (Ind-AS).

During theyear under review,on a standalone basis,your Companysuffered net loss before taxof X 2,987.87 Lakhs, a decrease compared to a net loss of X 9,715.98 Lakhs in the previousfinancial year. This change is primarilyattributed to a loss on the saleofequity investments in one of its associate companies amounting to X 2,767.44 Lakhs recognised during the previous financial year. Gross revenue for the currentfinancial year decreased to X 1,385.52 Lakhs, down from X 2,887.62 Lakhs in the previousfinancial year, primarilydue to a decline in incomefrom road construction activities.

During theyear under review, on a consolidated basis,your Company reported a net loss of X 12,103.56 Lakhs, a decreasefrom a net loss of X 22,223.16 Lakhs in the previous financial year. This reduction is attributed to the exceptional items related to the loss on the disposal ofoneofits associatecompanies recognised during the previousfinancial year. Gross revenueon a consolidated basis increased to X39,110 Lakhs as compared to X 35,008.90 Lakhs in the previous financial year, due to an increase in toll revenue across subsidiaries and higher revenuefrom construction services.

Key Financial Ratios in terms ofSchedule VofSecurities and Exchange Board oflndia (Listing Obligations and Disclosure Requirements) Regulations. 2015 are as under -

Particulars	FY 2023-24	FY 2022-23
Current Ratio	1.00	2.84
Debt-Equity Ratio	0.37	0.41
Debt Service Coverage Ratio	0.01	(0.10)
Return on Equity Ratio	(3.00)	(10.00)
Trade ReceivableTurnover Ratio	1.95	5.87
Trade Payables Turnover Ratio	1.10	3.50
Net Capital Turnover Ratio	(12.51)	0.11
Net Profit Ratio	(300.00)	(300.00)
Return on Capital Employed	0.45	(6.00)
Return on Investment	0.21	(6.86)

Details of significant changes (i.e. change of 25% or more as comparedtotheimmediately previousfinancialyear) in keyfinancial ratios, along with detailed explanations thereof is as mentioned below -

â¢ Current Ratio has decreased due to Borrowings being classified as current based on maturity period.

â¢ Debt Service Coverage Ratio has increased due to increase in Debt Service amount.

â¢ Return on Equity Ratio has increased due to reduction in losses in theCurrent year.

â¢ Trade ReceivableTurnover Ratio has decreased due to reduction in revenue during the current year.

â¢ Trade Payables Turnover Ratio has decreased due to reduction in expenses during the current year.

â¢ Net Capital Turnover Ratio has increased due to reduction in working capital.

â¢ Return on Capital Employed has increased due to positive Earnings Before Interest, Taxes, And Amortization (EBITA).

â¢ Return on Investment has increased due to reduction in loss and no impairment during the current year.

DIVIDEND

TheCompanydid not havedistributable profitduring theyear under review and hence, the Board of Directors has not recommended any dividend on Equity Shares ofthe Company for the Financial Year ended 31st March, 2024.

TRANSFER TO RESERVES

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

PROMOTERS''GROUP SHAREHOLDING

As on March 31,2024, the total shareholding of Promoter Group of your Company stood at 52.23% (previous year 53.76%) in the Paid-upShareCapital ofthe Company.

As on March 31, 2024, 22.80% (previous year 22.16%) of the Promoters'' Group shareholding is under pledge.

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

PUBLIC DEPOSITS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

I. ECONOMY OUTLOOK Global Economy

The world economy is projected to grow at 3.2% in 2024 and 3.3% in 2025, according to the IMF''s forecast in the World Economic

Outlook (WEO) - July 2024. The report, titled ''The global economy in a sticky spot'', states that global activity and world trade firmed upat the turn of the year, with trade spurred by strong exports from Asia, particularly in the technology sector. However, services inflation is holding up progress on disinflation, which is complicating monetary policy normalisation. Upside risks to inflation have thus increased, raising the prospect of higher for even longer interest rates, in thecontextofescalating tradetensionsand increased policy uncertainty. The policy mix should thus be sequenced carefully to achieve price stability and replenish diminished buffers.

3.3

WORLD ECONOMIC OUTLOOK UPDATE JULY 2024

GROWTH PROJECTIONS

(REAL GDP GROWTH, PERCENT CHANGE)

GLOBAL ADVANCED EMERGING MARKET & ECONOMY ECONOMIES DEVELOPING ECONOMIES

⁴.⁴ 4.3 4.3

l l

202:

202''

2025

L_H

i 2023 2024 2025

INTERNATIONAL MONETARY FUND

202

2025

The IMF clarifies that overall, risks to the outlook remain balanced but some near-term risks have gained prominence. These include upside risksto inflation thatstem from a lackofprogresson services disinflation and price pressures emanating from renewed trade or geopolitical tensions. Risks of persistent inflation in the services sector are tied to both wage and price setting, given that labour accountsforahigh shareofthecosts in that sector. Higher nominal wage growth, which in some cases reflects the catch-up of real wages, ifaccompanied by weakproductivity, could make it difficult forfirms to moderate price increases, especially when profit margins are already squeezed. This could lead to further stickiness in wage and price inflation. The escalation of trade tensions could further raise near-term risks to inflation by increasing the cost of imported goods along the supply chain. Bumpiness along the remaining disinflation path could destabilise the return to price stability if short-term expectations spike upward as a result ofdisappointing inflation data.

Source:World EconomicOutlook-IMF,July 2024

Domestic Economy

Despite global economic uncertainty, including high-interest rates and geopolitical tensions, India showcased remarkable resilience. As the world''s fifth-largest economy, India delivered a strong performance in FY 2023-24, achieving a GDP growth rate of 8.2%, upfrom 7.0% the previousyear.This growth wasfuelled by healthy domestic consumption, increased government investments, and a robustfinancial sector.

India''s Fiscal Year GDP Growth

9.7%

8.2%

3.9%

-5.8%

2020

2021

2022

2023

2024

Source:Ministry of Statistics and Programme Implementation (MOSPI), Trading Economics

The manufacturing sector was a key contributor, recording an impressive 9.9% growth, bolstered by a significant rise in the Index of Industrial Production (IIP).The services sector also showed strength, with the Purchasing Managers'' Index (PMI) consistently above 50, signalling on-going expansion. Strong domestic demand was further evidenced by a 12.7% increase in GST collections compared to FY 2022-23.

The Union Budget for 2024-25, unveiled in July 2024, highlighted the government''s dedication to infrastructure development, economic stability, sector-specific growth, environmental sustainability, and strategic global positioning. It focused on the long-term vision of''Viksit Bharat'' (Developed India) by 2047.

Monetarily,the Reserve BankofIndia (RBI) maintained its''withdrawal ofaccommodation''stance, keeping key policy rates at 6.5% for the eighth consecutive review as of June 2024. This approach helped manage inflation, with core inflation softening for the 11th consecutive month sinceJune 2023.

Outlook

The RBI forecasts real GDP growth of 7.2% for 2024-25.This projection is driven by strengthening rural demand, improving employment and informal sector activity, moderating inflationary pressures, rising exports due to improving global trade, and sustained momentum in manufacturing and services, which should boost private consumption.Meanwhile,the World Bank''sbi-annual report,''South Asia Development Update,''released on April 2,2024, offers a more conservative estimate, raising its growth projection for India''s economy to 6.6% for 2024-25, up from its previous forecast of6.4%.

Source: https://pib.gov.in/PressReleasePage.aspx?PRID=2034973

II. INDUSTRYSECTORANDOUTLOOK Industry Overview

The construction equipment (CE) industry has shown remarkable growth in recent years, driven by the increasing pace of road construction and infrastructure development in India. According to the Indian Construction Equipment Manufacturers Association (ICEMA), the CE industry recorded a 26% growth in sales volumes in 2022-23, with total equipment sales surpassing the 0.1 million mark for the first time, reaching 1,07,779 units. This growth was largely fuelled by an enhanced pace of road construction in the latter half of 2022-23, which significantly increased the demand for construction equipment.

In 2023-24, the CE industry continued its growth momentum, achieving a 25% increase in sales volumes in the first 11 months compared to the same period in the previous year. Quarterly trends indicate a sales growth of approximately 30% in Q3 2023-24 over Q3 2022-23, mainly due to the accelerated pace of infrastructure projects across the country. Although there was a slight month-on-month decline in sales in February 2024, exports showed growth, indicating a positive trajectory for international demand.

Recent Trends and Developments

Several recent trends and developments are shaping the road construction sector:

1. Pre-cast Policy:The Ministry of Road Transport and Highways (MoRTH) has mandated the use offactory-manufactured precast concrete elements for projects within a 100 km radius of a pre-castfactory, with a minimum mandatory usageof25% of total concrete volume. This initiative is expected to maintain the pace of road projects during the monsoon season and reduce air pollution caused by construction activities.

2. Performance-Based Maintenance Contracts (PBMC): MoRTH has introduced PBMC and short-term maintenance contracts to make national highways pothole-free.This initiative addresses the issue of rain-induced damage to highways and covers over 1,00,000 km under these contracts.

3. Electric Highways:The government is working on developing electric highways that recharge the batteries ofelectric vehicles while they drive. A pilot project on the Delhi-Jaipur Highway is being planned to test this innovative approach.

4. Multimodal Logistics Parks (MMLPs): Plans are underway to develop around 35 MMLPs across the country to enhance logistics infrastructure. Bids are live for MMLPs in Anantapur, Nashik, and Pune, with additional locations prioritised for development.

5. Key Technology Trends:

o Drone Surveys: Mandated by the National Highways AuthorityofIndia (NHAI)forall stagesofnational highway projects to ensure efficient development, construction, and operations.

o Automatic Number Plate Recognition: A pilot initiative on the Delhi-Meerut Expressway using automatic number plate recognition cameras linked to FASTag for tolling.

o Artificial Intelligence (AI), Machine Learning (ML), and Internet of Things (IoT): These technologies are being leveraged to improve road construction projects, enhance road safety, and develop predictive maintenance solutions.

o Predictive Maintenance: Project iRASTE aims to reimagine road safety in India by using AI for predictive maintenance, preventing blackspots before they pose risks to road users.

Sector Outlook

The outlook for the road construction sector remains optimistic, supported by robust government initiatives and increasing private sector participation:

1. Budget and Investment: The Ministry of Road Transport and Highways'' (MoRTH) budget outlay has increased by 2.80% to t2.78 trillion in 2024-25 from Rs 2.70 trillion in 2023-24. This allocation has grown eightfold in the past decade, reflecting the government''s commitment to infrastructure development.

2. Investment Vehicles: Infrastructure Investment Trusts (InvITs) and Toll-Operate-Transfer (TOT) models are expected to play a larger role in attracting private capital for national highway development. The positive response to NHAI''s InvIT demonstrates soaring investor confidence.

3. Sustainable Materials:There is a growing trend towards using alternative sustainable materials like modified bitumen, plastic waste, eco-friendly concrete, geosynthetics, and fly ash to reduce dependence on traditional materials. The ministry''s mandate to use waste material in bituminous layers for service roads is expected to continue, driven by high material prices.

4. Digitalisation: The road sector is increasingly adopting digital tools and technologies for operations and maintenance. The emergenceofconnected and autonomousvehicles,along with advancements in road safety and construction technology, will shape thefuture ofthe industry.

5. Toll Collection Innovations:The government plans to introduce a satellite-based toll collection system, replacing the current toll collection method, enhancing efficiency and transparency.

Overall, the road construction sector in India is poised for sustained growth, driven by government initiatives, technological advancements,andafocus on sustainabilityanddigitalisation. BRNL is well-positioned to capitalise on these opportunities and contribute to the country''s infrastructure development, enhancing connectivity and economic growth.

III. BUSINESS & OPERATIONS COMPANY OVERVIEW

Incorporated in 2006, Bharat Road Network Limited (BRNL) is a Build-Operate-Transfer (BOT) company in India that focusses on the development, implementation, operation, and maintenance of road and highway projects. The company has been involved in the development, operation, and maintenance of national and state highways across various states in India, including Uttar Pradesh, Kerala, Haryana, Madhya Pradesh, Maharashtra, and Odisha. BRNL partners with experienced local EPC players to execute these projects,

which are implemented through special purposevehicles, eitheras a subsidiary or in collaboration with other infrastructure players.

The main business operations ofyour Company can be divided into three categories, i.e. -

i. Project development and implementation;

ii. Tolling Operations and Highway Management; and

iii. Advisory Services and Project Management Services including Construction Supervision/Debt Syndication for your Company''s projects.

During the year under review, your Company has remained focussed on enhancing resources while strategicallydirecting them towards portfolio realignment and claim realization. With successful completion of portfolio realignment through transfer of asset ownership, your Company has now been focused in managing the Thrissur- Angamali section of National Highway in the state of Kerala and pursuing claims in other subsidiaries and associate companies.

Operational Projects

Four-laning of the existing two-lane portion of theThrissur-Angamali section of NH-47 from km 270.00 tokm316.70 and improvement, operation and maintenance ofthe Angamali-Edapalli section from km 316.70 to km 342.0 of NH-47 in the state of Kerala on BOTToll basis.

terminated Projects

Solapur Tollways Private Limited (STPL)

Four laning ofthe Solapur-Maharashtra/Karnataka border section of NH-9 from km 249.00 to km 348.80 in the state of Maharashtra on DBFOTToll basis.

*w.e.f.July19,2024

Under Construction Project Palma Gumla Highway Private Limited (PGHPL)

The scope of work for the project includes designing, engineering, financing, procurement, construction, operation, and maintenance oftheexisting 2 Lanewithout Paved Shouldercarriagewayto4Lane with Paved Shoulder carriageway configurations. The total design length ofthe project stretch is 63.170 Km Startfrom design Km 26.0 (Palma Village) to design Km 89.170 (Gumla Bypass). Out of63.170 Km, 21.000 Km is falling under Ranchi District and 42.170 Km is failing underGumla District.

BUSINESS PERFORMANCE

During the year under review, your Company maintained its focus on enhancing operational efficiency by increasing service automation and intensifying efforts on effective value realisation through efficient Claims and Contracts Management via arbitration and conciliation. Additionally, the Company adopted a prudent project delivery approach to expedite the completion of ongoing construction projects.

Traffic and Revenue Growth

The Average Daily Revenue (ADR) from operational projects was ?75.01 lakhs during the Financial Year 2023-24, resulting in total revenue of? 273.82 crores which has been an increase from the previous year''s ADR of ? 67.65 lakhs and toll revenue of ? 241.38 crores in the Financial Year 2022-23, reflecting a 7% growth in Average Daily Traffic (ADT),a 10.87% increase in ADR,and an overall revenue growth of13.4%.

Guruvayoor Infrastructure Private Limited (GIPL): During the year under review, the Average Daily Traffic (ADT) increased by 7.8% compared to the previous year. The Average Daily Revenue (ADR) rose by 14.60%to ? 51.10 lakhs in FY 2023-24, upfrom ? 44.59 lakhs in FY 2022-23.

Solapur Tollways Private Limited (STPL): During the year under review, the Average Daily Traffic (ADT) increased by 2.3% compared to the previous year. The Average Daily Revenue (ADR) rose by 3.7% to ?23.91 lakhs in FY 2023-24, up from ? 23.06 lakhs in FY 2022-23.

Concessionaire (STPL) rights of tolling were suspended w.e.f. from January 12, 2023 while O&M activities were undertaken by the SolapurTollways Private Limited during the suspension period.The Concessionaire has issued a notice of termination of Concession Agreement on July 19,2024 to NHAI.

Claim Management

During the year under review, your Company achieved notable success in claim realisation and management. Your Company''s subsidiary, Orissa Steel Expressways Pvt Ltd. (OSEPL), secured a favourable court order from the Hon''ble High Court of Delhi on May

26,2023 in the application filed by National Highways Authority of India underSection 34oftheArbitration and Conciliation Act,1996, enhancing the prospects for recovering an arbitration award issued on March 31, 2019. OSEPL is pursuing the expeditious settlement of this claim under the Vivad se Vishwas II - One Time Settlement Schemeannounced bythe MinistryofRoadTransportand Highways earlier thisyear.

Similarly, your Company''s associate, Kurukshetra Expressways Private Limited (KEPL), benefited from the Vivad Se Vishwas (VSV) scheme by settling an outstanding claim that had been mired in litigation under Section 34 of the Arbitration and Conciliation Act.,1996 since the award''s pronouncement in November 03,2018.

Additionally, KEPL, secured a favourable arbitral award from the arbitration tribunal concerning its outstanding claim for completing roads, as well as a claim for termination payment and other associated claims.

IV. FUTUREBUSINESSPLANS

As a leading highway concession company, the mission of your Company is to provide safe, efficient, and sustainable infrastructure that supports the economic and social development ofaround the core areas of operations.

New Business Opportunities

As the infrastructure sector rapidly expands, our company is eager to capitalise on emerging opportunities. With a highly skilled and dedicated workforce, we are well-prepared to take on new projects and explore related fields. However, a substantial portion of our resources - both financial and intellectual - is currently engaged in navigating through the complexities ofclaims and litigation,which constrains our ability to fully leverage these opportunities.To propel future growth and development, it is essential that we secure a fresh infusion of funds through strategic planning, guided by our deep domain knowledge and the expertise of our strategic leadership team. We are committed to working closely with our stakeholders including promoters and financial partners and draw upon our strength of valuable mentoring available within our Board to overcome these challenges and pursue new paths to success.

Claim Management

The infrastructure sector is inherently complex, and managing claims effectively is crucial for growth and sustenance in the sector. Your Company has identified claim managementasacorefocusarea and adopted a multi-faceted approach to achieve optimum claim realisation:

â¢ Proactive Risk Identification: Your Company shall continue to consistently evaluate and refine its risk management framework to detect potential revenue losses caused by factors beyond its control. By adopting a prudent claim management strategy, your Company shall constantly aim to safeguard the interests of all stakeholders while focusing on maximizing value for shareholders.

â¢ Streamlined Processes: YourCompanyshall remain committed to ensuring that its claim management processes are transparent, efficient, and in line with industry best practices.To achieve this, your Company remain focussed to continually work towards establishing a robust techno-legal framework that not only minimises the time and resources spent on claims but also strengthens collaboration among technical, legal, and financial teams for a unified claim realisation strategy.

â¢ Collaborative Dispute Resolution: The strategy of your Company shall remain to prioritise collaboration and negotiation over litigation. By fostering a culture of open communication and upholding the spirit of partnership in the PPP model, your Company shall constantly aim to resolve disputes amicably, preserving long-term relationships and minimising disruptions to operations.

Stakeholder ValueCreation

The success of your Company is intrinsically linked to the value creation for our stakeholders - ranging from shareholders and employees to local communities and government authorities. In the comingyears,thefocuson stakeholdervaluecreation will beguided bythefollowing principles:

â¢ Sustainable Development: Your Company will prioritise activities that contribute to the sustainable development ofthe regions within the project influence area.This includes reducing the environmental footprint, enhancing road safety, and integrating smart technology into operation and maintenance.

â¢ Community Engagement: Your Company will actively engage with local communities to ensure that project development activities align with the needs and aspirations of the people around the project influence area. By doing so, the Company aims to create goodwill and social dividend, which is critical to the long-term success of the business and operation.

â¢ Employee Empowerment: Your Company considers the employees as the greatest asset for growth and development and hence remain committed to continue investing in their professional growth and well-being, creating a work environment that fosters innovation, collaboration, and a shared sense of purpose.

Financial Management

Strong financial management is the foundation of highway concession business which operates with high gestation period amid complex macro-economic environment.

â¢ Cost Efficiency: Your Company will continue to drive cost efficiency across its operations, leveraging technology and process improvements to optimise resource utilisation.This will enable the company to maintain high-quality infrastructure at competitive costs.

â¢ Resilience and Adaptability: The economic landscape is constantly evolving, and it requires entities to be prepared to adapt to the dynamic business environment. Your Company will strengthen financial resilience by managing debt prudently and maintaining a robust cash flow to navigate uncertainties and capitalise on emerging opportunities.

Thecompany''sfuture business plan is built on the key pillarsofnew business opportunities, claim management, stakeholder value creation and financial management. By concentrating on these pillars, the Company aims to transition itself from a phase of resilience and sustenance to one ofgrowth and profitability, all while making a positive impact on nation building.

V. FUTURE OUTLOOK

The future outlook for India''s highway sector is promising, driven by several key factors that are expected to sustain and accelerate growth over the coming years:

1. Government Initiatives and Investments

The Indian government has been actively promoting infrastructure development, with the highway sector being a major focus. Besides Bharatmala Pariyojana, the flagship highway development programme aiming to build and upgrade thousands of kilometres of highways, enhancing connectivity across the country, the Asset Monetization Programme under NMP and infrastructure development initiatives under National Infrastructure Pipeline holds a promising roadmap for future growth and prosperity. Continued government investment in infrastructure, supported by public-private partnerships (PPPs), is likely to provide a significant boost to the sector.

2. Increased Private Sector Participation

The highway sector is witnessing renewed interest from the private sector after a brief phase of subdued interest over the past few years. The renewed focus is driven by favourable policies, improved project viability, and innovative financing mechanisms. Hybrid Annuity Model (HAM) andToll-Operate-Transfer (TOT) models have been significantly successful in attracting private investment, leading to increased participation in highway projects.

3. Technological Advancements

The adoption of advanced technologies in highway construction and management is expected to play a crucial role in the sector''s future. The use of digital tools for project monitoring, smart traffic management systems, and the integration ofsustainable construction practices will improve efficiency, safety, and environmental sustainability.

4. Regulatory and Policy Reforms

The Indian government is continuously working on regulatory and policy reforms to streamline processes and reduce bottlenecks in the highway sector. Simplified land acquisition procedures, faster environmental clearances, and improved dispute resolution mechanisms are expected to create a more favourable environment for infrastructure development. The implementation ofVivad se Vishwas scheme for settlement of ongoing disputes and litigation augurs well for the industry in improving liquidityand clearing bottleneckforfuturegrowth.

5. FinancialStabilityandFunding

The highway sector in India is expected to benefit from increased financial stability and access to diverse funding sources. The introduction of infrastructure investment trusts (InvITs) and

other innovative financing mechanisms will provide the necessary capital to support large-scale projects.

The future of India''s highway sector looks bright, with a combination of government support, private investment, technological innovation, anda focus on sustainability driving growth. As the country continues to expand and modernise its highway network, the sector is poised to play a pivotal role in India''s economic development, contributing to enhanced connectivity, job creation, and overall prosperity

VI. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The past year has been pivotal for your Company as significant strategic actions were taken within Human Resources (HR) department,focusing on manpower realignment to drive efficiency and achieve cost optimisation. These initiatives were carefully designed and executed to align the existing workforce with longterm business objectives, ensuring sustainability, adaptability, and competitive advantage in a rapidly changing market environment.

The Company initiated a comprehensive workforce restructuring programme aimed at realigning human capital with the company''s evolving strategic goals.The restructuring ensured that redeployment ofworkforce across various group entities, minimising redundancies and enhancing overall productivity.

As we moveforward, HRstrategy ofthe Company will continue to focus on building a resilient, adaptable workforce that is aligned with the company''s long-term vision. Your Company remains committed to ongoing talent development, cost management, and process optimisation to ensure that human capital continues to be a keydriver ofsuccess in near future.

With strategic actions aimed towards manpower realignment and cost optimisation, your Company is confident in the ability to navigate through the ongoing challenges and capitalise on upcoming opportunities, ultimately delivering sustained value to our stakeholders. As on March 31, 2024, the overall group headcount including the SPVs was 224, consisting of 166 on-roll employees and 58 off-roll employees.

VII. RISK MANAGEMENT

Risk management is at the heart ofyour Company''s growth strategy, empowering your Company to navigate challenges and seize opportunities with confidence. Your Company''s approach is built on a deep understanding ofthe diverse risks it faces, backed by meticulously-crafted risk policies and procedures that align with industry best practices. Your Company has developed robust systems and embraced strong practices to identify, measure, and mitigate risks effectively. By maintaining these risks within pre-defined appetite levels, your Company ensures that its operations remain resilient and adaptive, supporting its long-term objectives. This proactive stance enables your Company to not only safeguard its assets but also drive innovation and progress across all facets ofits business.

Riskand Concern Growth Risk

Growth risk is the inability to effectively manage growth or to successfully implement business plans which depends heavily on

the ability toplanand execute the growth strategy. Growth Risk can impact organic as well as inorganic growth vision ofthe Company in the form of inability to successfully bid for new projects at attractive IRR or acquisition ofexisting stressed projects at attractivevaluation.

Your Company recognises that managing growth effectively is crucial to realising our strategic vision. To mitigate growth risk, your Company constantly reviews and analyses market opportunities and trends, allowing us to selectively bid on new projects and make acquisitions that align with our clearly defined investment criteria. This proactive approach ensures we remain agile and well-positioned to capitalise on growth opportunities.

Business Risk

Business Risk includes risks with respect to competition, capital intensiveness, input cost, traffic growth for BOT projects and labour.

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

To address these risks, your Company has implemented a comprehensive mitigation strategy, where it adapts policies and procedures to sustain a resilient business model, striving to execute projects ahead of schedule and within budget. Your Company''s working capital cycle is highlyoptimised,and itenters intocontracts with EPC partners that include cost escalation provisions to protect our margins. Your Company is committed to building a team of highly motivated employees capable of achieving ambitious business goals with passion and commitment. Our workplace environment is cordial and employee-friendly, with remuneration that meets industry standards.

Regulatory Risk

Your Company''s operations are significantly influenced by government policies and regulations, which can impact its business ifadverse changes occur.To mitigate regulatory risk, your Company regularly reviews and monitors government policies and potential developments. By conducting impact assessments, your Company can plan and implement necessary actions in a timely manner, ensuring its business remains aligned with regulatory requirements and prepared for any changes. Through these robust risk management strategies, your Company continues to navigate challenges effectively, ensuring sustainable growth and long-term success.

Your Company regularly reviews and monitors government policies and likely developments along with an impact assessmentofthose policies, so that necessary actions can be planned and implemented from time to time.

VIII. INTERNAL CONTROL AND AUDIT

Your Board places utmost importance in setting up and regularly enhancing InternalControl Frameworkinviewofcomplexbusiness environment and increasing regulatory oversight for sustainable growth. Your Company adopts a calibrated and smart framework spanning on pillars ofadministrativeandfinancial controls. On the administrative control side, your Company has a proper reporting structure, several oversight committees, defined roles and responsibilities at all levels to ensure appropriate checks and balances. On the financial controls side, management with the knowledge and understanding ofthe business, its organisation,operations,and processes has put in place appropriate controls including segregation of duties and reporting mechanism to deter and detect misstatements in financial reporting.

Your Company has an Internal Financial Control (IFC) System, commensurate with the nature of its business and the size and complexity of its operations. The Company''s system of internal control has been designed to provide a reasonable assurance with regard to controls over critical business activities and operations, policies and procedures for ensuring the orderly and efficient conduct of business, critical procurements, prevention and detection of frauds and errors, compliance with regulations and for ensuring timeliness and reliabilityoffinancial reporting. YourCompany''s IFC is reviewed regularly and actions are taken wherever needed, to strengthen control and overall riskmanagement procedure.

The Audit Committee of the Board evaluates and reviews the adequacy and effectiveness ofthe Internal Control Systems and suggests improvements to strengthen them. Based on the report ofInternal Auditor and the response thereto, necessary corrective actions are undertaken to strengthen the controls. Overall, the Board and the Audit Committee maintains a proactive approach in ensuring that the control and governance framework is regularly reviewed and timely corrective actions are taken to minimise riskofdisruption.

During the year under review, your Company appointed M/s. KGRS &Co.,aChartered Accountant Firm (Firm Registration No.310014E), having requisite academic and professional qualifications, work experience, skill and other suitable capabilities, as the Internal Auditor of the Company for the Financial Year ended March 31, 2024.

There was no change in the Internal Auditor during theyear under review.

SUBSIDIARY & ASSOCIATE COMPANIES

As on 31 st March, 2024, your Company had 3 (three) Subsidiaries and 2 (two) Associate Companies.

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

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES & ASSOCIATE COMPANIES

line with Section 129(3) oftheAct read with theaforesaid Rules, the SEBI Listing Regulations, 2015 and in accordance with the Indian Accounting Standards specified under section 133 of the Act, Consolidated Financial Statements prepared by your Company includes financial information of its Subsidiary and Associate Companies.

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

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

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

There has been no material change and commitment affecting the financial position ofyour Company, which occurred from the end of the Financial Year ended on March 31,2024 and the date of this Report.

CAPITAL STRUCTURE

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

The Paid-up Share Capital ofyour Company is X 83.95 Crore (Rupees Eighty Three Crore and Ninety Five Lakhs) divided into 8,39,50,000 (Eight Crore, Thirty- Nine Lakhs, Fifty Thousand) Equity Shares of X10/- (Rupees Ten) each.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

The Board comprises ofoptimum combination of Executive, NonExecutive and Independent Directors, including Women Directors, with more than 50 (fifty) per cent of the Board comprising of Independent Directors. In compliance with the requirementsofthe SEBI Listing Regulations, 2015, more than half of the board of directors comprises of Independent Directors.

As on 31st March, 2024, your Company had 7 (seven) Directors comprising of 1 (one) Executive Director and 6 (six) Non-Executive Directors, all of whom are Independent Directors. Your Company has 2 (two) woman director on the Board.

As on the date ofthis Report,your Company has 9 (nine) Directors comprising of 1 (one) Executive Director and 8 (eight) Independent Directors. YourCompany has 2 (two) woman director on the Board.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors ofyour Company recommended

re-designation ofMr. Rakesh KumarGupta (DIN:06806891)and Mr. Shree Ram Tewari (DIN: 07698268) as Independent Directors ofyour Company for a first term of 5 (five) consecutive years w.e.f. 12th August, 2023 which was approved by the shareholders at the 16th Annual General Meeting of the Company held on 29th September 2023.

During the year under review, Mr. Praful Tayal (DIN: 00826834) Independent Director ofyour Company tendered his resignation as an Independent Director of the Company w.e.f. close of business hours on 7th November, 2023 on account of personal reasons.

Based on the recommendation ofthe Nomination and Remuneration Committee, Dr. (Ms.) Manta Dey(DIN:10234816),wasappointed by the Board of Directors as an Additional Director (Category: Independent) for a first term of5 consecutive years with effect from 6th February 2024 and shareholders approval was accorded by way ofpostal ballot (through electronic means only) on 21st March 2024.

Shareholders'' approval was also accorded by way of postal ballot (through electronic means only) on 21st March 2024 for continuation of Directorship of Prof. Santanu Ray (DIN: 00642736) as an Independent Director who attained the age of 75 years on 30th June, 2024 and also for his re-appointment as Independent Director for a second term of 5 consecutive years w.e.f. 30th July, 2024.

Based on the recommendation of Nomination and Remuneration Committee, Mr. Rajesh Lihala (DIN: 00282891) and Mr. Jaydeep Chakraborty (DIN: 00907786) were appointed by the Board of Directors as Additional Directors (Category: Independent) ofthe Company w.e.f. 7th June, 2024, subject to the approval of the shareholders which has been sought by way of voting through Postal Ballot (through electronic means only). E-voting has commenced from Wednesday, 31st July, 2024 (9:00 A.M.) and shall end on Thursday, 29th August, 2024 (5:00 P.MJ.Thevoting results shall be declared by the Chairman or a person authorized by him on or before Saturday, August 31,2024.

The briefresume/details relating to Directors who are proposed to be appointed / re-appointed are furnished in the Notice of the ensuing AGM.The Board ofDirectorsofyourCompany recommends the appointment / reappointment of the above Directors.

Your Company has received declaration from each of the Independent Directors under Section 149(7) ofthe Companies Act, 2013 that they meet the criteria of Independence as laid down in Section 149(6)oftheCompaniesAct, 2013and Regulation 16(1)(b) ofSEBI Listing Regulations, 2015and that he/she is notawareofany circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective independentjudgment and without any external influence. All requisite declarations have been duly placed before the Board.

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

In theopinion ofthe Board,the independent director(s) appointed possess integrity, expertise and experience (including the proficiency) and shall cleartheonline proficiencyself-assessmenttestconducted bythe institute notified under section 150(1)oftheCompanies Act, 2013, within the stipulated timelines, wherever applicable.

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

During the year under review, the Non-Executive Directors ofthe Company had no pecuniary relationship or transactions with your Company, other than sitting fees for the purpose of attending meetings of the Board/Committee of the Company and reimbursement ofexpenses, ifany.

Key Managerial Personnel

As per the provisions of Section 203 ofthe Companies Act, 2013, readwith Rule8oftheCompanies (Appointmentand Remuneration ofManagerial Personnel) Rules, 2014asamendedfrom timetotime, the following Director / Executives of your Company are the Key Managerial Personnel as on31st March, 2024 and as on the date of this Report -

Name	Designation
Mr. Bajrang KumarChoudhary	Managing Director
Mr.Arindam Bhowmick	Chief Financial Officer
Ms. Ankita Rathi	Company Secretary

There has been no change in the Key Managerial Personnel during the year under review.

MEETINGS OF BOARD OF DIRECTORS

The Board meets atregular intervals to discuss and decide on policy andstrategyapartfrom other Business. However,in caseofaspecial and urgent business need, the Board''s approval is taken by passing resolutionsthrough circulation,aspermitted bylaw,which are noted at the subsequent Board Meeting.

4 (Four) Meetings ofthe Board of Directors ofthe Company were held during the Financial Year 2023-24 on 25th May, 2023, 12th August, 2023, 9th November, 2023 and 6th February, 2024.

The maximum time gap between any two consecutive meetings did not exceed 120 (One Hundred Twenty) days except in the following case -

The Company conducted two consecutive Board Meetings on

23.01.2023 and 25.05.2023 respectively with a maximum gap exceeding 120 (One Hundred Twenty) daysforwhich the Company received fine letters from both BSE Limited and National Stock Exchange of India Limited, imposing a fine of? 10,000 plus applicable taxes separately, in relation to non-compliance with the provisions of Section 17(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 during the quarter ended 30th June, 2023, in terms ofSEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/ 2020/12 dated January 22, 2020.

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

AUDITCOMMITTEE

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

The Audit Committee ofyour Company comprised of the following Members as on31st March, 2023 -

Sl. No.	Name	Category	Designation
1.	Mr. Brahm Dutt	Independent Director	Chairman
2.	Prof. Santanu Ray	Independent Director	Member
3.	Dr. (Ms.) TukTuk Ghosh Kumar	Independent Director	Member

The Board of Directors had reconstituted the Audit Committee by way ofaCircular Resolution passed on 6th July, 2023 and presently, the Audit Committee comprises of the following Members as on 31 st March, 2024 and as on the date ofthis Report -

Sl. No.	Name	Category	Designation
1.	Prof. Santanu Ray	Independent Director	Chairman
2.	Mr. Brahm Dutt	Independent Director	Member
3.	Dr.(Ms.) TukTuk Ghosh Kumar	Independent Director	Member

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

Mr. Bajrang Kumar Choudhary, Managing Director is a permanent invitee to the Meetings ofAudit Committee.

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

The scope and functions of the Audit Committee is in accordance with the provisions ofthe Companies Act, 2013and theSEBI Listing Regulations, 2015. The brief Terms of Reference of the Audit

Committee has been provided in theCorporateGovernance Report, forming part ofthis Annual Report.

4 (four) Meetings of the Audit Committee were held during the Financial Year 2023-24 on 25th May, 2023,12th August, 2023, 9th November, 2023 and 6th February, 2024.

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

NOMINATION AND REMUNERATION COMMITTEE

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

The Nomination and Remuneration Committee of your Company comprised of the following Members as on 31st March, 2023:

Z Â£ o â¢	Name	Category	Designation
1.	Prof. Santanu Ray	Independent Director	Chairman
2.	Mr. Brahm Dutt	Independent Director	Member
3.	Dr. (Ms.)TukTuk Ghosh Kumar	Independent Director	Member

The Board of Directors had reconstituted the Nomination and Remuneration Committee by way ofa Circular Resolution passed on 6th July, 2023 and consequently, the Nomination and Remuneration Committee comprises of the following Members as on 31st March, 2024 and as on the date ofthis Report -

z Â£ o â¢	Name	Category	Designation
1.	Prof. Santanu Ray	Independent Director	Chairman
2.	Mr. Brahm Dutt	Independent Director	Member
3.	Dr. (Ms.)TukTuk Ghosh Kumar	Independent Director	Member
4.	Mr. Shree Ram Tewari	Independent Director	Member

Mr. Shree Ram Tewari (DIN: 07698268) has been re-designated as an Independent DirectorofyourCompanyfor a firstterm of5(five) consecutive years w.e.f. 12th August, 2023 at the 16th Annual General Meeting of the Company held on 29th September, 2023.

Mr. Bajrang Kumar Choudhary, Managing Director, is a permanent invitee to the Meetings of Nomination and Remuneration Committee.

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

The scope and function of Nomination and Remuneration Committee is in accordancewith the provisions oftheCompanies Act, 2013 and theSEBI Listing Regulations,2015.ThebriefTerms ofReferenceof the Committee has been provided in the Corporate Governance

Report,forming partofthis Annual Report.

4 (four) meetings ofthe Nomination and Remuneration Committee were held during the Financial Year 2023-24 on 19th May, 2023,9th August, 2023, 7th November, 2023 and 3rd February, 2024.

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company had constituted a CSR Committee, as required in termsofSection 135 oftheCompaniesAct, 2013and the Rulesmade thereunder.

The Corporate Social Responsibility Committee ofyour Company comprised ofthefollowing Members as on31st March, 2023:

z Â£ o â¢	Name	Category	Designation
1.	Dr. (Ms.)TukTuk Ghosh Kumar	Independent Director	Chairman
2.	Mr. Bajrang Kumar Choudhary	Executive Director	Member
3.	Mr. Praful Tayal	Independent Director	Member

The Board of Directors had reconstituted the Corporate Social Responsibility Committee by way of a Circular Resolution passed on 6th July, 2023 as hereunder -

z v> o â¢	Name	Category	Designation
1.	Dr. (Ms.)TukTuk Ghosh Kumar	Independent Director	Chairman
2.	Mr. Praful Tayal	Independent Director	Member
3.	Mr. Rakesh Kumar Gupta	Non-Executive Non-Independent Director	Member
4.	Mr. Shree Ram Tewari	Non-Executive Non-Independent Director	Member

Both Mr. Shree Ram Tewari (DIN:07698268) and Mr. Rakesh Kumar Gupta (DIN: 06806891) have been re-designated as Independent Directors of your Company for a first term of 5 (five) consecutive years w.e.f. 12th August, 2023 at the 16th Annual General Meeting ofthe Company held on 29th September, 2023.

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

The brief Terms of Reference of the Committee has been provided in the Corporate Governance Report forming part of this Annual Report.

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

Two per cent. of the average net profits of your company made during the three immediately preceding financial years is negative, and therefore, your Company is not required to make any mandatory contribution towards CSR for the Financial Year 2023-24.

During the year under review, 2 (two) CSR Committee Meetings were held on 19th May, 2023 and 9th August, 2023.

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

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

During theyear underreview,theCSR Policywasamended to reflect the dissolution of the CSR Committee and to state that thefunctions ofsuchCommitteeisbeingdischargedbytheBoard of Directors ofyour Company.

PERFORMANCE EVALUATION

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

(i) Board Evaluation - degreeoffulfillment ofkey responsibilities; Board culture and dynamics, amongst others;

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

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

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

During theyear under review,Annual Performance Evaluation was carried out bythe Boardofitsown performanceaswell asevaluation

oftheworking ofvarious Board Committees,viz., Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. This evaluation was led by the Chairman ofthe Board with specificfocus on performanceand effectivefunctioning ofthe Board, its Committees and individual Directors.The Board evaluation was conducted through structured questionnaire designed with qualitative parameters and feedback based on ratings and was conducted after seeking inputs from all the directors.

Based on the above parameters, the performance ofthe Board and that of most of the Individual Directors (including Independent Directors) was evaluated and found to be effective. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

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

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

It was held unanimously agreed that other Non-Executive NonIndependent Directors activelyengaged in the board''sdeliberations and provided an independent perspective to drive strategic decisionmaking and objectivejudgement. Their performance was rated as effective.

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

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

The information flow between your Company''s Management and the Board is satisfactory.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

During theyear under review,all related partytransactions entered into by the Company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business and were in compliance with the applicable provisions ofthe Companies Act, 2013 and SEBI Listing Regulations, 2015. Material Related Party Transactions as per SEBI Listing Regulations, 2015 and as per Companies Act, 2013 are placed before the Members for their approval.

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

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

The Board of Directors recommend to the Shareholders of your Company to accord prior approval to the proposed Related Party Transactions proposed to be entered into by the Company during the period 1st October, 2024 to 30th September, 2025 (including subsequent material modification(s), if any to be made in the proposed RPTs), which may be material in terms of the said Regulations, at the ensuing Annual General Meeting ofthe Company.

POLICY FOR DETERMINING''MATERIAL''SUBSIDIARIES

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

As on March 31, 2024, two subsidiaries of your Company, Solapur Tollways Private Limited (STPL) and Guruvayoor Infrastructure Private Limited (GIPL) are the Material Unlisted Subsidiaries of your Company, as per Regulation 16(1)(c) of the SEBI Listing Regulations, 2015.

POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. Your Company in its endeavour to provide a safe and healthy work environment for all its employees has developed a policy to ensure zero tolerance towards verbal, physical, psychological conduct ofa sexual nature by any employee or stakeholder that directly or indirectly harasses, disrupts or interferes with another''s work performance or creates an intimidating, offensive or hostile environment such that each employee can realize his/her maximum potential.

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

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

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

YourCompanyhasformulateda Whistle Blower Policyincorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013, and Regulation 22 of SEBI (LODR) Regulations, 2015 in order to encourage Directors and employees of your Company to escalate to the level ofthe Audit Committee, any issueofconcerns impacting and compromising with the interest ofyour Company and its stakeholders in any way. Your Company is committedtoadhereto higheststandardsofethical, moral and legal business conduct and to open communication, and to provide necessarysafeguardsforprotection ofemployeesfrom reprisalsor victimization, for whistle blowing in good faith.

The Company has also designated [email protected], an e-mail IDfor providing accessto theemployees oftheCompany todisclose any unethical and improper practice taking place in the Company forappropriateaction and reporting. Thesaid Policy is availableon your Company''s website, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report.

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

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

During the Financial Year 2023-24, no significant and material orders have been passed by Regulators or Courts or Tribunals, impacting your Company''s going concern status and operations in future.

AUDITORS

Based on the recommendations of the Audit Committee and the Board of Directors, Messers S.S. Kothari Mehta & Co. LLP, Chartered

Accountants, were re-appointed as the Statutory Auditors of the Company for a second and final term of five consecutive years, to hold office from the conclusion of 15th AGM till the conclusion of the 20th AGM ofthe Company.

Further,vide notification dated 7th May, 2018issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice ofthe17th AGM.

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

AUDIT QUALIFICATIONS

M/s. S.S. Kothari Mehta & Co. LLP, Chartered Accountants and the Statutory Auditors of the Company have given a qualified opinion on the Standalone and Consolidated Financial Statements ofthe Company for the Financial Year ended on 31st March, 2024 w.r.t. non-recognition ofintereston X 7,000 lakhsfrom July01,2019onwardswhich, as per the statutory Auditors, is not in compliance of lndAS1 ''Presentation ofFinancial Statements''read with Ind AS109''Financial Instruments''. Dueto this, loss beforetaxoftheCompanyfortheyearended March 31,2024 has been understated by Rs. 894.95 lakhs and the current liabilities as at March 31,2024 has been understated by X 4,244.88 lakhs.

The Board''s Comment on the qualified opinion given by the Statutory Auditors of the Company on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended on 31st March, 2024 has been suitably covered under notes to Accounts forming part ofthe Annual Report viz. note no. 15(ii) of the Standalone Financial Statements. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

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

SECRETARIAL AUDIT

Your Company had appointed M/s. M.R. & Associates, Practicing Company Secretary, Kolkata, as the Secretarial Auditor of the Company,for the Financial Year 2023-24, to conduct the Secretarial Audit pursuant to Section 204 ofthe Companies Act, 2013, read with theCompanies (Appointmentand Remuneration ofManagerial Personnel) Rules, 2014.

The Secretarial Audit Reportfor the Financial Year ended March 31, 2024 contains qualification as below and the said report has been set out as an Annexure to this Directors'' Report -

Non-compliance of Regulation 17(2) and 18(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as there was gap of more than 120 days between two consecutive Board Meetings and Audit Committee meetings conducted on

23.01.2023 and 25.05.2023 respectively.

Board''s comment on the qualification given by the Secretarial Auditors oftheCompany is as hereunder -The Board deeply regrets the oversight in complying with the requirements stipulated under Regulation 17(2) and 18(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.An accidental delay in adherence to these regulations occurred, purely due to inadvertence, and was in no way intentional or reflective of any deviation from ourcommitmentto regulatorycompliance.Wewould liketo reaffirm that the Company is dedicated to upholding the highest standards of corporate governance and compliance with SEBIâs regulatory framework. Immediate corrective actions have been initiated to prevent any recurrence of such an oversight in the future.

COST RECORDS AND AUDIT

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2024 is available on the Company''s website https://brnl.in/wp-content/uploads/2024/09/Annual-Return-FY-2023-24.pdf

BRNL WEBSITE

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

Thesitefeatures a comprehensivedatabaseofinformation relevant to investors, such as your company''s financial results, declared dividends, shareholding patterns, and any price-sensitive information disclosed to regulatory authorities. It also includes investor presentations, corporate profiles, business activities, project details, and the services offered by your company.

PARTICULARS OF EMPLOYEES

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

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

Your Company has no specific activity relating to Conservation of Energy and Technology Absorption, as stipulated in Rule 8(3) of the Companies (Accounts) Rules, 2014. However, your Company uses

information technology extensively in its operations and also continues its endeavour to improve energy conservation and utilisation, safety and environment in operation of its Subsidiary and Associate Companies.

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

DIRECTORS'' RESPONSIBILITYSTATEMENT

IntermsofprovisionsofSection 134(3)and 134(5)oftheCompanies Act, 2013 (''Act''), read with relevant Rules made thereunder, the Directors hereby confirm that:

(i) in the preparation oftheAnnual Accountsforthe Financial Year ended 31st March, 2024, 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 madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state ofaffairs ofyour Companyatthe end ofthe Financial Year and of the profit of your Company for that period;

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

(iv) the Directors have prepared the Annual Accounts for the Financial Yearended31st March,2024onagoing concern basis;

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

(vi) the Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and thatsuch systems were adequate and operating effectively.

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

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued bythe InstituteofCompanySecretariesofIndia on the Board/ Committee Meetings and General Meetings during the year under review.

INSIDER TRADING CODE

Your Company has adopted a Code ofConduct under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to regulate, monitor and report trading by Designated Persons and their Immediate Relatives.

The Code is applicable to all Directors, Designated Persons and Insiders, who are expected to have access to Unpublished Prices Sensitive Information (UPSI). The Company Secretary is the

Compliance Officer for monitoring adherence to the applicable Regulations.

FAIR DISCLOSURE CODE

Pursuant to Regulation 8 read with Schedule A of the SEBI (Prohibition on InsiderTrading) Regulations, 2015, theBoardofDirectorsofyour Company have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) which lays down the principles and practices to be followed by the Company pertaining to universal disclosure of UPSI. The Chief Financial Officer oftheCompany, also designated as Chief Investor Relations Officer, is authorised to deal with dissemination of information and disclosure of UPSI in a fair and unbiased manner. The Code has been made available on the Company''s website www.brnl.in.

CORPORATE GOVERNANCE

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

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

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

No application was made against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. Proceeding(s) pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their status as at the end of the financial year is as hereunder-

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

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

Your Companyalso has a receivableofRs. 114.19Croresfrom IL&FS GroupCompanyviz. IL&FSTransportation Networks Limited (ITNL). Hon''ble National Company Law Appellate Tribunal (NCLAT) has granted moratorium on recovery of such claims against all IL&FS Group Companies, including IFIN and ITNL.

YourCompany has initiated appropriate measuresfor set offofthis payable and recovery ofthe balance amount.

Further an application has been filed by IL&FS on July 18, 2023 before the Hon''ble NCLAT, New Delhi seeking an approval for

unwinding / collapse of the transactions entered into with "third party borrowers" (which would include your Company) as against the dues of the relevant IL&FS group company "final borrower" (which in this case means ITNL), and further restricting the accrual ofinterest upto cutoffdate i.e October 15,2018. In view ofthis, on ajoint request made by the parties before Hon''ble NCLT, the matter has been adjourned sinedieofpassing theorder by Hon''ble NCLAT.

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

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

(ii) Your Company had received an application filed by the Administrator ofSrei Equipment Finance Limited ("Applicant") under section 60(5) and 66 of the Insolvency and Bankruptcy Code,2016, beforethe Hon''ble National Company LawTribunal, Kolkata Bench (NCLT) in the matter of Reserve Bankof India vs. Srei Equipment Finance Limited wherein your Company inter alia was made a party amongst multiple respondents and it has been alleged that your Company along with some more respondents, have indulged in round tripping of funds.

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

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

Your Company is taking necessary legal steps in this regard. GENERAL DISCLOSURES

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

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise;

â¢ Issueofsweatequityshares;

â¢ YourCompanydoes not haveanyschemeofprovision ofmoney for the purchase of its own shares by employees or by trustees for the benefit ofemployees;

â¢ There was no revision in the Financial Statements;

â¢ There was no change in the nature of business; and

â¢ There was no one time settlement done by the company for the loans availed from banks or financial institutions.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the excellent support and co-operation received from Financial Institutions, Bankers, National Highway Authority of India (NHAI), Ministry ofCorporate Affairs (MCA), Registrar ofCompanies (ROC), EPC Partners and SPV Partners and other stakeholders during the year under review. Your Directors also place on record their deep appreciation for the valuable contribution made by the Company''s employees and look forward to their continued cooperation in realization ofmotto ofthe Company,"Behtar Raste, Badhta Bharat", in the years to come, as a Key partner of "MAKE IN INDIA" plans.

On behalfofthe Board ofDirectors For Bharat Road Network Limited

Brahm Dutt Bajrang Kumar Choudhary

Chairman Managing Director

DIN:05308908 DIN:00441872

Place: Kolkata

Date: 27th August, 2024

Mar 31, 2023

The Directors have the pleasure in presenting the Sixteenth Annual Report, together with the Audited Accounts ofyour Company, for the Financial Year ended on 31st March, 2023.The summarized financial performance ofyour Company is as under:

FINANCIAL SUMMARY / HIGHLIGHTS:

(Rs. In Lakhs)
Particulars	Standalone		Consolidated
	Financial Year 2022-23	Financial Year 2021-22	Financial Year 2022-23	Financial Year 2021-22
Revenuefrom Operations	2,673.79	9,124.20	32,633.93	21,639.65
Other Income	213.83	440.96	2,374,97	1032.88
Total Income	2,887.62	9,565.16	35,008.90	22,672.53
Profit/(loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense	(3,859.46)	(1,814.24)	3,653.14	9,794.19
Less: Depreciation & Amortisation	7.01	6.13	5,676.49	4,289.79
Profit/(loss) before Finance Costs, Exceptional items and Tax Expense	(3,866.47)	(1,820.37)	(2,023.35)	5,504.40
Less: Finance Costs	(3,082.07)	2,746.32	18,388.95	18,214.21
Profit /(loss) before share of Profit/(Loss) ofAssociates, Exceptional items and Tax Expense	(6,948.54)	(4,566.69)	(20,412.30)	(12709.81)
Share of Profit / (loss) of Associates	-	-	(849.58)	(13,733.18)
Add/(less): Exceptional items	(2,767.44)	(29,547.63)	(961.28)	(14318.05)
Profit /loss before Tax Expense	(9,715.98)	(34,114.32)	(22,223.16)	(40,761.04)
Less: Tax Expense (Current & Deferred)	(1,698.63)	(1,894.25)	(1698.63)	(1894.25)
Profit /loss for the year (1)	(8,017.35)	(32,220.07)	(20,524.53)	(38,866.79)
Total otherComprehensive Income/loss (2)	(21.30)	(7.61)	49.35	18.55
Total (1 2)	(8,038.65)	(32,227.68)	(20,475.18)	(38,848.24)
Profit / (Loss) for the year attributable to:
Owners ofthe Company	-	-	(20,957.66)	(37,631.73)
Non-Controlling Interest	-	-	433.13	(1,235.06)
Other Comprehensive Income for the year attributable to:
Owners ofthe Company	-	-	32.50	14.96
Non-Controlling Interest	-	-	16.85	3.59
Total Comprehensive Income for the year attributable to:
Owners ofthe Company	-	-	(20,925.16)	(37,616.77)
Non-Controlling Interest	-	-	449.98	(1,231.47)
Balance brought forward from the previous year	(32,111.97)	115.72	(66,670.25)	(29,053.48)
Profit/(Loss) available to Owners for appropriation	(8,017.35)	(32,220.07)	(20,957.66)	(37,631.73)
Appropriations:	-	-
Dividend	-	-	-	-
Taxon Dividend	-	-	-	-
AdjustmentforOtherComprehensive Income: Gain/(Loss)	(21.30)	(7.61)	32.50	14.96
Balance carried to Balance Sheet	(40,150.63)	(32,111.97)	(87,595.41)	(66,670.25)

Note: The above figures have been extracted from the Standalone and Consolidated Financial Statements of the Company, for the Financial Year ended on March 31,2023, prepared as per Indian Accounting Standards (Ind-AS).

During theyear under review, on a standalone basis,your Company suffered Net Loss before tax of? (9,715.98) Lakhs, as against Net loss of? (34,114.32) Lakhs in the previous Financial Year due to loss on sale ofequity investments in one ofits Associate Companies. The Gross Revenue during the current Financial Year decreased to ? 2,887.62 Lakhs as against ? 9,565.16 Lakhs in the previous Financial Year due to decrease in construction revenue.

On a consolidated basis, during the year under review, your Company suffered net loss of ? (22,223.16) Lakhs as against Net Loss of ?(40,761.04) Lakhs, in the previous Financial Yeardue to booking ofexceptional items arising out ofloss on disposal ofoneofits Associate Companies and due to decrease in the share ofloss ofAssociate Companies during the Current financial year. Gross Revenue during the current Financial Year increased to ? 35,008.90 Lakhs as against ? 22,672.53 Lakhs in the previous Financial Year due to increase in Toll Revenue across the subsidiaries and due to increase in notional construction revenue.

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

Particulars	FY 2022-23	FY 2021-22
Current Ratio	2.84	1.82
Debt-Equity Ratio	0.41	0.38
Debt Service Coverage Ratio	(0.10)	(0.05)
Return on Equity Ratio	(10.00)	(33.00)
Trade Receivable Turnover Ratio	5.87	13.60
Trade Payables Turnover Ratio	3.50	31.08
Net Capital Turnover Ratio	0.11	0.59
Net Profit Ratio	(300.00)	(353.00)
Return on Capital Employed	(6.00)	(28.00)
Return on Investment	(6.86)	(16.61)

Details of significant changes (i.e. change of 25% or more as comparedto the immediatelypreviousfinancialyear) in keyfinancial ratios, along with detailed explanations thereof is as mentioned below-

â¢ Current Ratio increased primarily on account of decrease in current liabilities, mainly other current financial liabilities, with increase in current assets.

â¢ Debt Service Coverage Ratio decreased due to lesser earnings available for debt service during the year.

â¢ Return on Equity has increased due to less losses in the current year.

â¢ Trade Receivable Turnover Ratio decreased due to less revenue in Currentyear.

â¢ Trade Payable Turnover Ratio decreased due to less purchase in the currentyear.

â¢ Net Capital Turnover Ratio declined due to less revenue and enhanced working capital in the current year.

â¢ Return on Capital Employed has increased due to less loss in thecurrentyear.

â¢ Return on Investment has declined due to higher loss on investments in previous years.

DIVIDEND

The Company did not have distributable profit during the year under review and hence, the Board of Directors has not recommended anydividend on EquitySharesoftheCompanyforthe Financial Year ended 31st March, 2023.

TRANSFER TO RESERVES

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

PROMOTERS''GROUP SHAREHOLDING

As on March 31, 2023, the total shareholding of Promoter and Promoter Group ofyour Company stood at 53.76% (previous year 53.76%) in the Paid-up Share Capital of the Company.

As on March 31, 2023, 22.16% (previous year 22.16%) of the Promoters''Group shareholding is under pledge.

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

PUBLIC DEPOSITS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORTI. OPPORTUNITIES FOR GROWTH FROM AN INDUSTRIAL AND ECONOMIC PERSPECTIVE

The total road network in India is 6.37 Mn km comprising all categories of roads - national & state highways and urban & rural roads which is the second largest in the world. National Highways (NH) accountfor 2% ofthe total road networkand carry over 40% oftotal traffic. Over 64.5% ofall goods in the country are transported through roads, while 90% of the total passenger traffic uses the road network to commute. With the rapid development and expansion of road networks across the country, investment opportunities in logistics parks, industrial clusters, and special corridors are rising at an exponential rate.

Road Transport is a critical infrastructure for the economic developmentofa country. Itimpactsthepace,structure,and pattern of development. Historically, investments in the transport sector have been made by the Government. However, in order to encourage private sector participation, the Ministry has been effectively coming up with comprehensive policy guidelines for development of National Highways.

Theallocation forthe Ministryof Road Transport and Highways has seen a 36% increase over the budgetary allocation of X1.99 lakh crores during the FY 2022-23 to around X 2.70 lakh crore for 202324. Under the National Infrastructure Pipeline, the Indian government has allotted X 111 lakh crore (US$ 13.14 billion) for thefiscal years 2019-25. Over 90% of the projected demand of the Ministry has been met in budget estimate 2023-24 with an enhanced focus on transportation infrastructure. As evinced, the increase in the allocation to the Ministry will have a multiplier effect on the economy.

Over the pastfewyears, the policy making framework has become a lot moredynamic. Policies are being amended and newguidelines are being framed to address issues that are coming up with the existintg framework. Policy & Guideline making has taken an On-Demand approach wherein different paths are being chalked out based on industry requirements.

National Infrastructure Pipeline (NIP) - It is frequently acknowledged that a developing country''s major growth restriction is a lack of reliable infrastructure. The Indian Government is increasingly turning to business creating alliances via successful examples of co-working between the public and commercial sectors. An action in that direction is the National Infrastructure Pipeline. Strong infrastructure expansion is necessary to promote smooth functioning, enhance productivity in other economic sectors, and promote India''s ambitious objective of becoming a USD 5 trillion economy by 2025. The robustness of India''s infrastructure, in particular, has a direct impact on the performance ofthe industrial sector and "Make in India" initiative. There is a constant need for government intervention, solid funding, and constant monitoring of projects. Growing urbanisation, increasing working-age population, shift to a services-based economy and climate change are some of the factors that will require a further boost to India''s infrastructuresectorand amplify needforthe National Infrastructure Pipeline. Under this pipeline, the Indian Government has allotted X 111 lakh crore (US$ 13.14 billion) for the fiscal years 2020-25. As perdata availablewith National Infrastructure pipeline Reportofthe MEA, Vol II, out of the total NIP of X 111 lakh crore, X 44 lakh crore (40%) worth of projects are under implementation, X 34 lakh crore (30%) worth of projects are at the conceptualization stage, and X 22 lakh crore (20%) worth of projects are under development.

National Monetization Pipeline (NMP) - NITI Aayog has developed the pipeline, in consultation with infrastructure line Ministries, based on the mandate for ''Asset Monetisation'' under Union Budget 2021-22. NMP estimates aggregate monetisation potential of X 6.0 lakh crores through core assets of the Central Government, over a four-year period, from FY 2022 to FY 2025. Monetization of X 0.97 lakh crore was completed under roads, power, coal and mines, which is beyond target of X 0.9 lakh crore in FY22 under NMP.

In FY 23-24,apipelineof30 road projectswith a total length of1987 Km. have been chalked out for monetisation.

The top 5 sectors (by estimated value) capture ~ 83% of the aggregate pipeline value. The top five sectors include: Roads (27%), Railways (25%), Power (15%), Oil & Gas Pipeline (8%) and Telecom (6%).

Roads-

X 1₍60₍200crores

NMP Period:

4 Years (FY 22-25)

Telecom-

X 35,100 crore

Railways-

X 152496crore

TOTAL NMP-

X 6.0 lakh crore

Warehousing-

X 28,900crore

Power-

X45(200crore

Mining-

X 28,747 crore

Power Generation-

X39832 Crore

Aviation-

X 20,782 crores

Natural gas Pipeline -

X 24,462 crore

Ports-

X 12,828 crore

Product Pipeline-

X 22,504crore

Urban Real Estate-

X 15,000 crore

Stadiums-

X 11,450crore

Source: National Portal of India, https://www.india.gov.in/spotlight/national-monetisation-pipeline-nmp

Sector-wise break-up of capital expenditure of X 111 lakh crore during fiscals 2020-2025

The Government aims to generate X 1.6 lakh crore by monetizing 26,700 km offour-lane-and-above National Highwaysvia theToll-Operate-Transfer (TOT) and the Infrastructure Investment Trust (InvIT) routes at X 6 crore per km. In FY 23-24,30 road assets are to bemonetized with a total length of1987 KmsthroughToTand InvIT modes.

According to the Ministry of Road Transport and Highways Annual Report (2022-23), Cabinet Committee on Economic Affairs (CCEA) approved Toll, Operate and Transfer (TOT) Model in August 2016 for monetization of developed National Highway (NH) stretches. Target of X 10,000 crores was setfor realization offunds under TOT during 2022-23.

A sum of X 15,703.5 crore already realized and remitted to CFI against the monetized length of245 km ofNHs. NHAI hasalso raised X 7350 crores during FY 2021-22 and X 2,850 crores during FY 2022-23 through InvIT mode.

The Ministry is also planning to open NHAI Invit Bonds every 15 days with a lucrative interest rate of 8.05% which surpasses the traditional bondvalue.

NHAI has also successfully raised funds through Project based financing. During 2020-21 and 2021-22, an amount of X 23,737

crores have been raised. Further X 3,900 crores have been raised during 2022-23 so far.

Road Sector update:

Assets Considered for Monetization - The total length of assets considered for monetization over FY 22 - 25 climbs up to 26,700 km. This is based on the length of already/to be operational four lane highways and above entailing potential for revenue generation and thereby monetization.

Indicative Monetization ValueofAssets and phasing-The total indicative Monetization Value ofAssets considered for monetization is estimated at X 1.6 Lakh crorefor FY 22 -25.TheAsset Pipeline has been phased out over the NMP period to ensure better preparedness and improved marketability. The summary ofannual phasing is as follows:

The total expenditure of the Ministry during the FY 2023-24 is estimated at X2,70,435 crore. This is 25% higher than the revised estimates for the FY 2022-23. The highest expenditure (60% ofthe total expenditure) is towards NHAI. In 2023-24, NHAI is allocated X 1,62,207 crore,all ofwhich is budgetary support.

Capital expenditure for during FY 2023-24 is estimated at X 2,58,606 crore, while revenue expenditure is estimated at X 11,829 crore. The proportion of capital expenditure in total expenditure has increased from the revised estimates of 2022-23, from 95% to 96%.

NHAI has greatly accelerated its pace of national highway construction,from only 2,623 km in FY 2017to 4,325 km in FY 2022 and 4,882 Kms of National highway construction in FY 2023. However, more projects being executed on the Engineering, Procurement, and Construction (EPC) and Hybrid Annuity Model (HAM) modes has meant a greater constraint of funds. Given the high targets under projects such as Bharatmala and the construction of high-value expressways, in addition to higher repayment of borrowings, the authority''s requirement reaches up to Rs 10 lakh croreover the next 5 years vis-a-vis the previous 5 years. If these funding requirements are met, it is being estimated that it is possible to construct 25,000 km of national highways over fiscal 2022-2026, compared with 17,228 km over fiscal 2017-2021.

It has also been mentioned in the Union Budget 2023-24, that the 50-year interest free loans to the state governments will be continued for one more year to spur investments in infrastructure.

FASTag - The introduction of FASTag and its widespread use throughout the country resulted in an increase in revenue numbers and otherquantitative benefits. The revenue earned through FASTag mode goes up to Rs 50,855 Crores in the Calendar Year 2022 which is 46% higher than 2021. The highest Toll collection of X144.19 Cr was recorded in the month of December, 2022.

Due to infrastructural enhancements such as FASTags, the waiting at the toll plaza has been reduced to 47 seconds in 2023 from 734 seconds recorded in 2014.This reduction in waiting time resulted in a decrease in fuel costs, benefiting every user. The Authority aims to further reduce this time to 30 seconds. FY 2022 Recorded a total of 324 crores transactions which is 48% higher than the previous year.Thetotal numberoftoll plazas has increasedfrom 922 in FY22 to 1181 in FY 23.

Major Initiatives taken by the Ministry:Dispute Resolution Mechanism:

Vivad Se Vishwas Scheme - Government ofIndia promulgated a scheme to resolve the ever-increasing claim through arbitration and disputes. Vivad se Vishwas II scheme, introduced in 2023-24 Budget, aims to promote ease of doing business in India by resolving disputes and reduce the litigation burden ofthe infrastructure sector. Under the proposed scheme, in instances where disputes arise and are subsequently resolved through a court or arbitral order, the settlement amount to be paid would equate to 85% or 65% ofthe respectivecourt-awarded orarbitral tribunal-awarded sum. In order to meet the eligibility criteria for the scheme, Arbitral awards must be issued by January 31, 2023, and Court Awards must be issued by April 30, 2023.

The scheme applies to disputes where one party is the Government of India or its bodies such as Public Sector Banks, Financial Institutions, Central Public Sector Enterprises, Union Territories, and entities where the Central Government holds a 50% shareholding. However, disputes involving claims against procuring entities along with other parties like State Governments or private parties are not eligible.

The initiative would enable the private infrastructure player and the private contractor to expeditiously settle their outstanding claims thereby enhancing their liquidity stuck in litigation and arbitration.

Bharatmala Pariyojana - The Bharatmala Pariyojana (BMP) was designed to build 34,800 kilometers of National Highways in a span of five years, from 2017-18 to 2021-22. The projected cost of the project was X 5,35,000 Crore. The main objectiveofthe project is to improvethetransportation ofgoodsand peopleacrossthecountry by constructing highways that would bridge important infrastructure gaps. This would help reduce travel time and expenses, making transportation more efficient and cost-effective. Bharatmala Pariyojana Phase-I was initiated with an ambitious target of completion by 2022. However, only about 35 percent ofthe BMP Phase-I has been completed till January 2023. About 27 percent of the Phase-I is yet to be awarded. The Ministry has stated that it would award most ofthe remaining length by FY 23-24. Special attention has been paid to fulfill theconnectivityneedsofbackward and tribal areas, areas ofeconomic activity, places ofreligious and tourist interest, border areas, coastal areas, and trade routes with neighboring countries.

As part of Phase-I of the programme, 27 Greenfield corridors are planned with an overall length of 9,000 kms. As a part of Bharatmala Pariyojana, India''s largest expressway, i.e., Delhi-Mumbai Expressway which is 1,386 km long, is being developed and somesections such as Delhi - Dausa (Jaipur), Vadodara - Ankleshwar sections ofthe Expresswayarenearing completion.Other keycorridors which have already been completed/nearing completion are Ambala - Kotputli Corridor & Amritsar - Jamnagar Corridor.

In Bharatmala Pariyojana, 60% of projects on HAM, 10% projects on BOT (Toll) Mode and 30% projects on EPC mode have been envisaged respectively.

PM Gati Shakti

Honorable Prime Minister of India launched PM Gati Shakti National Master Plan (NMP)for multimodal connectivityon October 13,2021. It is a giantstride in India''sambitious goal ofachieving US $5 trillion economy. PM Gati Shakti focuses on India''s citizens, industries, manufacturers, farmers, and villages among others. The PM Gati Shakti NMP is aimed at breaking departmental silos and bringing in more holistic and integrated planning and execution ofprojects with a view to addressing the issues of multi-modal connectivity and last-mile connectivity.

Multi Model Logistic Park (MMLP)

35 MMLPs are being developed on Pan India basis on Hub and Spoke'' model. Of the 35 Multi-Modal Logistics Parks, MMLP in Jogighopa, Assam has been awarded and is under construction under EPC mode by NHIDCL. Out ofthe remaining 34 sites, 15sites have been prioritized for award by FY 25. Model Concession Agreements and Request for Proposal for development of MMLPs in PPP Mode have been approved.

These logistics parks aim to reduce the overall transportations costs which result in ease of doing business in India and reduction of costs for every commodity.

Connectivity to Tourist Destinations

The Honorable Finance Minister of India announced in the budget speech of 2023-24 that at least 50 tourist destinations will be selected wherein each destination would be developed as a complete package. Physical connectivity will be an important aspect in the development of these destinations. Stellar road connectivity can significantly boost the tourism prospects of any given region. It is also decided to apprise the roadmap for improving highway connectivity to the 50 iconic tourist destinations mentioned in the Budget Speech.

One ofthe goals laid out in the''Five Year Vision Plan (2019-24) for InfrastructureSector''prepared bytheSectoral GroupofSecretaries, is to strengthen connectivity to top 100 tourist destinations. The Ministry informed that out oftotal 100 tourist destinations, about 87 Nos.oftouristdestinationsareeither on NH orlocated within 10 Km ofNH.

Public Transport Terminal Infrastructure (PTI)

A Public Transport Terminal Infrastructure (PTI) is envisioned as a world-class passenger movementfacility,designed to provideahub for interfacing and interconnecting a variety of intercity, regional,

and local public transport systems, all within a single facility. PTI at Katra (Jammu) is planned for award in the FY 2022-23. Detailed Feasibility Report is under preparation for 3 locations, namely, Nagpur(Maharashtra), Katra (Jammu) andTirupati (Andhra Pradesh). In addition, Pre-feasibility study for 4 locations in Haryana is complete.

Setu Bandhan

As per theMinistry, UndertheSetu Bandhan schemeofthe Ministry, replacement of railway line Level Crossings (LCs) with Road Over Bridges (ROBs)/Rail Under Bridges (RUBs) through CRIF on State roads/MDR/ODR will be done. The allocation offunds for the year 2022-23 under this scheme is ?1326 crore.

Technological Enhancements & Developments in Road Sector

â¢ General Navigation with Satellite Systems: The On-Board Units installed on vehicles to be tracked by satellites, which will monitortheir movement over the tolled section ofthe road to assess the toll, based on distance travelled. When implemented, user will have to pay onlyfor the part ofthe Toll road travelled or used by them.

â¢ Intelligent compaction measurement values (ICMV):

Intelligent compaction (IC) is an equipment-based technology to improve quality control of compaction. ICMV is a generic term for a calculated value based on accelerometer measurements on vibratory roller drums. ICMV offers several benefits such as improved depth ofcompaction, lesser highway repair costs and better density, which would significantly improve the lifecycle cost.

â¢ Self-healing asphalt: Road repair and maintenance is a costly job. To Reduce the cost and bring in state ofthe art technological advancements in the arena of Road repair and maintenance, scientists are developing ingenious and unconventional methods to improve durability. Rather than improving the strength of the road, scientists are focusing on asphalt with the ability to heal itself once damaged.

â¢ Quick-change moveable barriers (QMB): The QMB is an

innovative system that prevents tailbacks at road exits, allowing rapid movement of the safety barrier delimiting motorway deviations and lanes. The QMB system is used for both construction sitesandfixed plants, wheretheflowofcommuter traffic is in different directions in the morning and evening.The system involves a machine that shifts the barrier sideways at a rate of9and 15 km/h.

E- Initiatives of the Ministry Bhoomi Rashi - Land Acquisition Portal

The Ministry of Road Transport and Highways has launched Bhoomi Rashi portal to digitize the Land Acquisition notification process and avoid parking of public funds with the Competent Authority for Land Acquisition (CALA). Since the operationalization ofthe portal, land acquisition process has been expedited significantly, it has become error-free and more transparent and the notifications at every stage are being processed on a real time basis. During the period 1 st January, 2022 to 31st December 2022, a total of 3019 Land Acquisition notifications have been issued and nearly 26254 hectares of land have been notified for acquisition for National Highwayprojects.

II. BUSINESS & OPERATIONS

Your Company is a road BOT company in India, focused on development, implementation, operation and maintenance of National and State Highways with execution experience in developing, operating and maintaining Seven (7) BOT Projects covering over 2250 Lane km of Roads and Highways in states of Uttar Pradesh, Kerala, Haryana, Madhya Pradesh, Jharkhand, Maharashtra and Odisha.

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

(i) Project development and implementation.

(ii) Tolling Operations and Highway Management; and

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

During the year under review, your Company has focused on all these areas to augment resources while channelizing resources towards portfolio realignment and claim realization. With successful completion of portfolio realignment through transfer of asset ownership, your Company is today operating 2 BOT projects worth 11813 crores covering 660 lane km of National Highway in Kerala and Maharashtra.

The scope ofworkfor the project includes designing, engineering, financing, procurement, construction, operation and maintenance ofthe existing 2 Lane without Paved Shoulder carriageway to4Lane with Paved Shoulder carriageway configurations. The total design length ofthe project stretch is 63.170 Km Start from design Km 26.0 (Palma Village) to design Km 89.170 (Gumla Bypass). Out of63.170 Km 21.000 Km isfalling underRanchi Districtand42.170Km isfalling under Gumla District.

III. BUSINESS PERFORMANCE

During the year under review, your Company continued its focus on improving operational efficiency through increased automation ofservices and strengthened itsfocus on effective value realization through portfolio divestment and efficient Claims and Contracts Management through arbitration & conciliation.

Traffic and Revenue Growth

The Average Daily Revenue (ADR) across all the operational projects ended upat h189.44 lakhs during the Financial Year 2022-23 with total revenue of t 326.46 crores from an ADR of t170.44 Lakhs and toll revenue oft 622.02 crores in the Financial Year 2021-22. The sharp decline was mainly due to portfolio realignment with toll revenue from the divested as well as handed over projects revenue not considered for the overall toll revenue for the entire year. (ADR has been computed based on number ofoperational days for respective SPV''s).

There was an increase in toll revenue at the operational projects i.e., GIPL and STPL. Due to anticipated increasing economic activity along the project sections'' high growth industrial corridors, the toll income isanticipated to increase thisyear.The updated and advanced tolling system (ETC operations) has been installed on all ofyour company''s projects, which has resulted in increased toll collection and lower operating costs.

Guruvayoor Infrastructure Private Limited (GIPL): During the year under review the Average Daily Traffic (ADT) has seen a rise of 26% over the ADT of previous year i.e., FY 21-22. The Average daily Revenue (ADR) saw an increase of 33.38% to t 44.59 lakhs in FY 2022-23 as against t 33.43 Lakhs in FY 2021-22. The company has successfully implemented payment from Kerala State Road Transport Corporation (KSRTC) buses.Though during theyear under review, GIPL has been able to collect toll from KSRTC Busses, the status of free passes issues to locals as per the order from Government of Kerala remains the same where no toll was collected from the locals. Therefore, GIPL has invoked arbitration against NHAI for all the claims which are pending for adjudication.

SolapurTollways Private Limited (STPL): During the year under review, STPL reported an impressive increase in its Average Daily Revenue with an ADR of 3 23.06 lakhs in FY 2022-23 as against t18.73 Lakhs as compared to the previousyear.This is an increase of23.12% compared to the numbers ofthe lastyear and the increase in ADR is recorded even when there is a decrease in Average Daily Traffic by1%.

IV. FUTUREBUSINESSPLANS

Your company is an infrastructure developer operating on asset aggregation platform and hence it has always been focused on value accretion through portfolio realignment while strengthening operational efficiency through extremely efficient claims and contract management, robust construction management system and processes. With a constant focus on enhancing capabilities to better assess, manage, and mitigate claims and risk; the Company is focused towards expeditious handling of claims through negotiation, mediation, arbitration and litigation. Your company has now renewed focus and strengthened approach channelizing its efforts and actions towards realization ofclaims through arbitration, conciliation and litigation.

The initiatives towards portfolio realignment have enabled your company to engage in discussion and negotiation with global institutional infrastructure investors. This reflects the deep domain expertise and experience which exudes high trust and exceptional inter-corporate relation among the leading infrastructure players in India. The collaborative effort with such globally recognized infrastructure institutions enables your company to bring forth global best practices in highway infrastructure maintenance and management in our country.

With successful portfolio realignment during the year, your Company has also put forward its efforts on optimizing financial efficiencies and scaling greater heights in achieving operational excellence in existing projects while streamlining efforts towards construction management and claim realization. Your Company will be continuously utilizing new and available resources to improve and create an effective construction management process.

V. FUTURE OUTLOOK

India stands at a crucial juncture of progress, with the infrastructure sector assuming a pivotal role in driving the country''s economic advancement. The Government has placed considerable emphasis on implementing policies aimed at facilitating the creation of top-tier infrastructure within set timeframes. This sector not only acts

as a catalyst for economic growth but also fuels the expansion of interconnected industries such as townships, housing, construction, and building development projects. Forecasts indicate that the infrastructure sector in India is projected to achieve a Compound Annual Growth Rate (CAGR) of8.2% by 2027. This underscores the urgent need to fortify and enhance the sector, as evidenced by the government''s allocation of INR 10 lakh crore in the Union Budget for 2023-24. Your Company shall also aim towards consolidation and realignment of business strategies for staying ahead on the growth curve.

VI. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your company remains dedicated to the growth and development of human capital, adhering to widely recognized human resource practices for the collective growth of the team members and the organization. As of March 31,2023, the overall group headcount, including the SPVs, was 533 individuals.This consists of256 on-roll employees and 277 off-roll resources. Your Company experienced significant variations in manpower strength due to portfolio realignment within the company.

Your Company''s Human Resources function has been working towards streamlining operations to meet compliance parameters whileoptimizing individual performances. YourCompanyfocused on optimizing manpower through effective cross-utilization of its existing workforce, leveraging its functional expertise across different verticals.

Your Company continue to uphold policies, rules, and practices that treat employees with dignity and equality, ensuring compliance with employment and labor laws, corporate directives, and agreements. Additionally, your Company is dedicated to its core values, which prioritize the welfare of the community along the project stretch. Your Company''s overarching goal is to provide a safe, healthy, and secure atmosphere that aligns with long-term family and community objectives.

VII. RISK MANAGEMENT

Risk management continues to bean integral part of your Company''s growth strategy. The risk management strategy of your Company hinges on a clear understanding ofvarious risks and adherence to well-laid out risk policies and procedures that are benchmarked with industry best practices. Your Company has developed robust systems and embraced sturdy practices for identifying, measuring and mitigating various risks and ensuring that they are maintained within pre-defined risk appetite levels.

Riskand Concern â¢ Growth Risk

Growth risk is the inability to effectively manage growth or to successfully implement business plans which depends heavily on theabilityto plan and executethegrowth strategy.Growth Riskcan impact organic as well as inorganic growth vision ofthe Company in the form of inability to successfully bid for new projects at attractive IRR or acquisition ofexisting stressed projects at attractivevaluation.

Your Company''s growth risk mitigation strategy is guided by constant review and analysis of market opportunities and trends in both

organic and inorganic space for selective bidding for new projects and acquisition for projects falling within the clearly defined investment criteria.

â¢ Business Risk

Business Risk includes risks with respect to competition, capital intensiveness, input cost, traffic growth for BOT projects and labour.

Your Company faces risk of competition as the sector is growing and more players get qualified to bid for new projects, also as the business which your company operates is capital intensive by nature, availability of sufficient funds is critical for bidding of projects, particularly in case of fund-based projects such as BOT- toll, HAM and TOT model. Further,availabilityoftherightqualityand quantity of resources is critical for the timely completion of infrastructure projects, any unexpected increase in the input costs will have direct impact on overall margins. Moreover undue attrition of manpower could lead to loss of competitive edge as it may lead to project delays.

Your Company has a well-designed mitigation plan to address these business risks. Company adapts its policies and procedures to ensure a sustained business model. Your Company strives to execute maximum number of projects before their scheduled completion and within the budgeted cost. Your Companyoperates its working capital cycle in a highly optimized manner, your company enters into contracts with EPC Partners which has the relevant cost escalation provisions that protectyourCompany''s margins. Further, your company''s focus is to build an organisation of highly motivated employees, having the ability to execute ambitious business goals with passion and commitment, thereby exceeding customer aspirations. The working environment of the Company is cordial and employee-friendly. The remuneration isat parwith theindustry standards.

â¢ Regulatory Risk

The business ofthe company is significantly dependent on various Government entities and could be adversely affected if there are adverse changes in the policies adopted by such Government entities.

Your Company regularly reviews and monitors government policies and likelydevelopmentsalong with an impact assessment ofthose policies so that necessary actions can be planned and implemented from time to time.

VIII. INTERNAL CONTROL AND AUDIT

Your Board places utmost importance in setting up and regularly enhancing InternalControl Frameworkinviewofcomplexbusiness environment and increasing regulatory oversight for sustainable growth. Your Company adopts a calibrated and smart framework spanning on pillars ofadministrative and financial controls. On the administrative control side, your Company has a proper reporting structure, several oversight committees, defined roles and responsibilities at all levels to ensure appropriate checks and balances. On the financial controls side, management with the knowledge and understanding of the business, its organization, operations, and processes has put in place appropriate controls including segregation ofduties and reporting mechanism to deter and detect misstatements in financial reporting.

Your Company has an Internal Financial Control (IFC) System, commensurate with the nature of its business and the size and complexity of its operations. The Company''s system of internal control has been designed to provide a reasonable assurance with regard to controls over critical business activities and operations, policies and procedures for ensuring the orderly and efficient conduct of business, critical procurements, prevention and detection of frauds and errors, compliance with regulations and for ensuring timelinessand reliabilityoffinancial reporting. YourCompany''s IFC have been reviewed and actions have been taken wherever needed, to strengthen control and overall risk management procedure.

The Audit Committee of the Board evaluates and reviews the adequacy and effectiveness of the Internal Control Systems and suggests improvements to strengthen them. Based on the report of Internal Auditor and the response thereto, necessary corrective actions are undertaken to strengthen the controls. Overall, the Board and the Audit Committee maintains a proactive approach in ensuring that the control and governance framework is regularly reviewed and timely corrective actions are taken tominimize risk of disruption.

During theyear under review,your Companyappointed M/s. KGRS &Co.,aCharteredAccountant Firm (Firm Registration No.310014E), having requisite academic and professional qualifications, work experience, skill and other suitable capabilities, as the Internal Auditor of the Company for the Financial Year ended 31st March, 2023.

There was no change in the Internal Auditor during theyear under review.

SUBSIDIARY & ASSOCIATE COMPANIES

As on 31 st March, 2023, your Company had 3 (three) Subsidiaries and 2 (two) Associate Companies.

During the year under review, your Company successfully consummated the transaction for sale of its entire shareholding in Ghaziabad Aligarh Expressway Private Limited (GAEPL), an "Associate" of the Company to Cube Highways and Infrastructure Pte Ltd on 26.05.2022, as contemplated under the Share Purchase Agreement dated 1st April, 2021 and related transaction documents. It also successfully consummated the transaction for sale of its entire shareholding in Shree Jagannath Expressways Private Limited ("SJEPL"), an "Associate" of the Company to Indian Highway Concessions Trust (the purchaser) acting through its investment manager on 28.06.2022, as contemplated under the Securities Purchase Agreement dated 20th January, 2021 and related transaction documents.

Details of changes in the Subsidiaries and Associate Companies during theyear under review and as on the date ofthis report is as hereunder -

Name	Status
Ghaziabad Aligarh Expressway Private Limited (GAEPL)	Ceased to remain an Associate ofthe Company w.e.f. 26.05.2022
ShreeJagannath Expressways Private Limited (SJEPL)	Ceased to remain an Associate ofthe Company w.e.f. 28.06.2022

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES & ASSOCIATE COMPANIES

TheStatementin FormAOC-1 containingthesalientfeaturesofthe Financial Statements ofyour Company''s Subsidiaries and Associate Companies, pursuant to first proviso to Section 129(3) of the Companies Act, 2013 (Act), read with Rule 5 of the Companies (Accounts) Rules, 2014,forms part ofthis Annual Report. Further, in line with Section 129(3) ofthe Act read with the aforesaid Rules, the SEBI Listing Regulations, 2015) and in accordance with the Indian Accounting Standards specified under section 133 ofthe Act, Consolidated Financial Statements prepared by your Company includes financial information of its Subsidiary and Associate Companies.

Further, in accordancewith Section 136oftheCompaniesAct, 2013, theAudited Financial Statements ofeach oftheSubsidiary,included in the Consolidated Financial Statements prepared by your Company as per Rule8(1) oftheCompanies (Accounts) Rules, 2014, isavailable on the website ofyour Company, www.brnl.in.

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

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

There has been no material change and commitment affecting the financial position ofyour Company, which occurred from the end ofthe Financial Year ended on March 31,2023 and the date ofthis Report.

CAPITAL STRUCTURE

At present, the Authorized Capital ofthe Company is X 100 Crore (Rupees One Hundred Crore) divided into 10,00,00,000 (Ten Crore) EquityShares of X 10(RupeesTen) each.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

As on March 31,2023,yourCompany has 7 Directors comprising of 1 Executive Director and 6 Non-Executive Directors out ofwhich 4 are Independent Directors. Your Company also has a woman director on the Board.

During the year under review, Mr. Vipin Kumar Saxena (DIN: 08889866) Independent Director ofyour Company tendered his resignation as an Independent Director w.e.f. 30th May, 2022 due to personal reasons. He has confirmed vide his resignation letter that there is no other material reason other than the reason provided for his resignation.

Based on the recommendation of Nomination and Remuneration Committee, Mr. Rakesh Kumar Gupta (DIN: 06806891) was appointed by the Board of Directors as an Additional Director (Category: NonExecutive Non Independent Director) of the Company w.e.f. 18th August, 2022 and he was regularised at the 15th Annual General Meeting (AGM) of your Company held on 29th September, 2022.

Based on the recommendation of the Nomination and Remuneration Committee and subject to approval of the Members of your Company, the Board of Directors ofyour Company recommends redesignation of Mr. Rakesh Kumar Gupta (DIN: 06806891) as an Independent Director ofyour Company for a first term of 5 (five) consecutive years w.e.f. 12th August, 2023.

The tenure of Mr. Bajrang Kumar Choudhary as Managing Director ofyourCompanywas set to complete on 31st October, 2022 and in viewofhis dedicated and meritorious services and able leadership, the Board of Directors ofyour Company re-appointed Mr. Bajrang Kumar Choudhary (DIN: 00441872) as the Managing Director ofyour Companyforafurther period of3 (three) years w.e.f. November 01, 2022 based on the recommendation of the Nomination and Remuneration Committee, subject to approval of Members at the 15th Annual General Meeting (AGM) ofyour Company. However, the Special Resolution proposed for re-appointment of Mr. Bajrang Kumar Choudhary (DIN: 00441872) as Managing Director of the Company failed to receive requisite number of votes in favour by the shareholders under remote e-voting and e-voting at the AGM and hence the resolution was not passed at the said AGM.

In line with theabove, the tenureofMr. Bajrang Kumar Choudhary as the Managing Director ofthe Company came to an end on 31st October, 2022 and he ceased to remain as the Managing Director and Key Managerial Personnel oftheCompanyw.e.f.1st November, 2022. He, however, continued as a Non-Executive Director on the Board of Directors in terms ofthe applicable regulatory provisions.

ThecandidatureofMr. Bajrang KumarChoudharyforappointment as Managing Director oftheCompanywas again placed beforethe shareholders by way of postal Ballot for consideration and prior approval, on the recommendation of the Nomination and Remuneration Committee and the Board of Directors and the reasons for the same were elaborated in great details forming part ofthe explanatory statement along with the resolution for his appointment in line with the provisions of Regulation 17(1 C) of SEBI Listing Regulations.

Based on theabove, Mr. Bajrang KumarChoudhary (DIN: 00441872) has been appointed as the Managing Director ofthe Companyfor a period of 3 years w.e.f. 22nd December, 2022 pursuant to applicable regulatory provisions and Regulation 17(1 C) of SEBI Listing Regulations.The Board of Directors places on record sincere gratitude for each and every member of the Company for their unwavering support and trust in their decision to appoint Mr. Bajrang Kumar Choudhary as the Managing Director ofyour esteemed Company. Your faith in his ability to steer the Company forward is a testimony of the confidence you have in his vision and expertise.

Pursuant to the provisions ofSection 152(6) oftheCompanies Act, 2013 and Rules made thereunder, Mr. Bajrang Kumar Choudhary

(DIN: 00441872), Managing Director ofyour Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himselffor re-appointment.

Based on the recommendation of Nomination and Remuneration Committee, Mr. Shree Ram Tewari (DIN: 07698268) was appointed by the Board of Directors as an Additional Director (Category: NonExecutive Non Independent Director) ofthe Company w.e.f. 1st November, 2022 and his appointment was regularised through a resolution proposed before the shareholders through postal ballot which was approved by the members on 17th December, 2022.

Based on the recommendation ofthe Nomination and Remuneration Committee and subject to approval of the Members of your Company, the Board of Directors ofyour Company recommends redesignation of Mr. Shree Ram Tewari (DIN: 07698268) as an Independent Director ofyour Company for a first term of 5 (five) consecutive years w.e.f. 12th August, 2023.

The brief resume / details relating to Directors who are proposed to be appointed / re-appointed are furnished in the Notice of the ensuing AGM.The Board ofDirectorsofyourCompany recommends the appointment / re-appointment of the above Directors.

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

In the opinion ofthe Board, the Independent Directors fulfill the conditions asspecified underCompaniesAct, 2013 and SEBI Listing Regulations, and are independent ofthe management. The majority ofthe Independent Directors are exempted from appearing the online proficiency self-assessment test conducted by the institute notified under section 150(1) of the Companies Act, 2013.

In the opinion ofthe Board, the independent director(s) appointed possess integrity, expertise and experience (including the proficiency) and shall clear the online proficiency self-assessment test conducted bythe institute notified under section 150(1)oftheCompaniesAct, 2013, within the stipulated timelines, wherever applicable.

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

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with your Company, other than sitting fees for the purpose of attending

meetings of the Board/Committee of the Company and reimbursement ofexpenses, ifany.

Key Managerial Personnel

Mr. Chathanur Krishnan Ranganathan, who was appointed as the Chief Financial Officer of the Company by the Board of Directors w.e.f. close of business hours on 29th June, 2021 on the recommendation ofNomination and Remuneration Committeeand approval of the Audit Committee, tendered his resignation as the Chief Financial Officer ofthe Company w.e.f. close of business hours on 30th July, 2022.

In view of the above and based on the recommendation of Nomination and Remuneration Committee and approval ofthe Audit Committee, Mr. Arindam Bhowmick was appointed as the Chief Financial Officer of the Company by the Board of Directors w.e.f. 23rd January, 2023.

The tenure of Mr. Bajrang Kumar Choudhary as Managing Director ofyourCompanywas set to complete on 31st October, 2022 and in viewofhis dedicated and meritorious services and able leadership, the Board of Directors ofyour Company re-appointed Mr. Bajrang Kumar Choudhary (DIN: 00441872) as the Managing Director ofyour Companyforafurther period of3 (three) years w.e.f. November 01, 2022 based on the recommendation of the Nomination and Remuneration Committee, subject to approval of Members at the 15th Annual General Meeting (AGM) ofyour Company. However, the Special Resolution proposed for re-appointment of Mr. Bajrang Kumar Choudhary (DIN:00441872) asthe Managing Director ofthe Company failed to receive requisite number of votes in favour by the shareholders under remote e-voting and e-voting at the AGM and hence the resolution was not passed at the said AGM.

ThecandidatureofMr. Bajrang KumarChoudharyforappointment as Managing Director oftheCompanywas again placed beforethe shareholders by way of postal Ballot for consideration and prior approval, on the recommendation of the Nomination and Remuneration Committeeand the Board of Directors and the reasons for the same were elaborated in great details forming part ofthe explanatory statement along with the resolution for his appointment in line with the provisions of Regulation 17(1 C) of SEBI Listing Regulations.

Mr. Naresh Mathur (FCS: 4796), Vice President and Company Secretary retired from the services of the Company w.e.f. the close of business hours of 30th September, 2022 on attaining the age of superannuation.

Ms. Ankita Rathi (ACS: 46263) was appointed as the Company Secretary of the Company with effect from 23rd January, 2023 in compliancewith the provisions ofSections 203 and 2(51)oftheAct read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time). She is also the Compliance Officer in terms of Regulation 6 ofSEBI Listing Regulations.

As per the provisions of Section 203 of the Companies Act, 2013, read with Rule8oftheCompanies (Appointmentand Remuneration ofManagerial Personnel) Rules, 2014asamendedfrom timetotime, the following Director / Executives ofyour Company are the Key Managerial Personnel as on31st March, 2023 and as on the date of this Report -

Name	Designation
Mr. Bajrang KumarChoudhary	Managing Director
*Mr.Arindam Bhowmick	ChiefFinancial Officer
*Miss. Ankita Rathi	Company Secretary
*w.e.f. 23 rd January,2023

MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on policy and strategyapartfrom other Business. However, in caseofa special and urgent business need, the Board''s approval is taken by passing resolutionsthrough circulation,as permitted bylaw,which are noted at the subsequent Board Meeting.

8 (Eight) Meetings ofthe Board of Directors ofthe Company were held during the Financial Year 2022-23 on 27th April, 2022, 30th May, 2022,2nd August, 2022,13th August, 2022,20th October, 2022, 1st November, 2022,12th November, 2022 and 23rdJanuary, 2023.

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

The details ofthe board meetings, the attendance ofthe Directors thereof and other particulars are provided in the Corporate Governance Report forming partofthisAnnual Report.

AUDITCOMMITTEE

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

As on 31st March, 2023, the Audit Committee comprised of Mr. Brahm Dutt (Independent Director) acting as the Chairman of the Committee, Prof. Santanu Ray (Independent Director) and Dr. (Ms.) TukTukGhosh Kumar(Independent Director) acting asthe Members oftheCommittee.

The Board of Directors had reconstituted the Audit Committee by way of a Circular Resolution passed on 6th July, 2023 post which, the Audit Committee comprised of Prof. Santanu Ray (Independent Director) acting as theChairman oftheCommittee,Mr. Brahm Dutt (Independent Director) and Dr. (Ms.) Tuk Tuk Ghosh Kumar (Independent Director) acting asthe Members oftheCommitteeas on the date ofthis Report.

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

sustainability and covers the procedure for selection, appointment and compensation structure of Board Members, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) ofyour Company.

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

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

CCORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has constituted a CSR Committee, as required in terms ofSection 135 oftheCompanies Act, 2013and the Rules made thereunder.

As on 31st March, 2023, the Committee comprised of Dr. (Ms.) Tuk Tuk Ghosh Kumar (Independent Director), acting as the Chairperson of the Committee, Mr. Praful Tayal (Independent Director), and Mr. Bajrang Kumar Choudhary (Managing Director) acting as Members oftheCommittee.

The Board of Directors had reconstituted the CSR Committee by way of a Circular Resolution passed on 6th July, 2023 post which, the CSR Committee comprised of Dr. (Ms.) TukTuk Ghosh Kumar (Independent Director),acting astheChairperson oftheCommittee, Mr. Praful Tayal (Independent Director), Mr. Rakesh Kumar Gupta (Non-Executive Non-Independent Director) and Mr. Shree Ram Tewari (Non-Executive Non-Independent Director) acting as the Members oftheCommittee.

Both Mr. Rakesh Kumar Gupta (DIN: 06806891) and Mr. Shree Ram Tewari (DIN: 07698268) have been re-designated as Independent Directors ofyour Company for a first term of 5 (five) consecutive years w.e.f. 12th August, 2023 subject to the approval ofthe Members at the ensuing Annual General Meeting.

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

The brief Terms of Reference ofthe Committee has been provided in the Corporate Governance Report forming part of this Annual Report.

Two per cent. ofthe average net profits ofyour company made during the three immediately preceding financial years is negative, and therefore, your Company is not required to make any mandatory contribution towards CSR for the Financial Year 2022-23.

During the year under review, 2 (two) CSR Committee Meetings were held on 28th May, 2022 and 23rd January, 2023.

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

At the meeting ofthe Bord of Directors held on 12th August, 2023, the Corporate Social Responsibility Committee was dissolved w.e.f.

Mr. Bajrang Kumar Choudhary, Managing Director is a permanent invitee to the Meetings ofAudit Committee.

The scope and functions of the Audit Committee is in accordance with the provisions oftheCompaniesAct, 2013and theSEBI Listing Regulations. The brief Terms of Reference ofthe Audit Committee has been provided in the Corporate Governance Report, forming partofthis Annual Report.

5 (five) Meetings of the Audit Committee were held during the Financial Year 2022-23 on 27th April, 2022, 30th May, 2022, 13th August, 2022, 12th November, 2022 and 23rd January, 2023.

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

NOMINATION AND REMUNERATION COMMITTEE

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

As on 31st March, 2023,theCommittee comprised of Prof. Santanu Ray (Independent Director), acting as the Chairman ofthe Committee, Mr. Brahm Dutt (Independent Director) and Dr. (Ms.) TukTuk Ghosh Kumar (Independent Director) as Members of the Committee.

The Board of Directors had reconstituted the Nomination and Remuneration Committee by way of a Circular Resolution passed on 6th July, 2023 and presently, the Nomination and Remuneration Committee comprises of Prof. Santanu Ray (Independent Director) acting as the Chairman of the Committee, Mr. Brahm Dutt (Independent Director), Dr.(Ms.)TukTukGhosh Kumar (Independent Director) and Mr.ShreeRamTewari (Non-Executive Non-Independent Director) acting as the Members of the Committee as on the date ofthis Report.

Mr. Shree Ram Tewari (DIN: 07698268) has been re-designated as an Independent Director ofyourCompanyforafirstterm of5 (five) consecutiveyears w.e.f. 12th August, 2023 subject to theapproval of the Members at the ensuing Annual General Meeting.

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

Mr. Bajrang Kumar Choudhary, Managing Director, is a permanent invitee to the Meetings of Nomination and Remuneration Committee.

The scope and function of Nomination and Remuneration Committee is in accordancewith the provisionsoftheCompanies Act, 2013and the SEBI Listing Regulations. The brief Terms of Reference ofthe Committee has been provided in the Corporate Governance Report, forming part ofthis Annual Report.

5 (five) meetings ofthe Nomination and Remuneration Committee were held during the Financial Year 2022-23 on 30th May, 2022, 13th August, 2022, 20th October, 2022, 1st November, 2022 and 23rd January, 2023.

The Committee has formulated the Nomination and Remuneration Policy (''BRNL Nomination and Remuneration Policy'') which broadly lays down the various principles of remuneration viz. support for strategic objectives, transparency, internal & external equity, flexibility, performance-driven remuneration, affordability and 12th August, 2023 in line with the provisions of Section 135(9) of the Companies Act, 2013 and the functions ofsuch Committee shall be discharged by the Board of Directors of Your Company.

PERFORMANCE EVALUATION

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

(i) Board Evaluation - degree offulfillment ofkey responsibilities; Board culture and dynamics, amongst others;

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

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

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

During the year under review, Annual Performance Evaluation was carried out by the Board of its own performance as well as evaluation oftheworking ofvarious Board Committees,viz., Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. This evaluation was led bythe Chairman ofthe Board with specificfocus on performance and effective functioning ofthe Board, its Committees and individual Directors. All the evaluation were conducted through structured self assement based questionnaire designed with qualitative parameters and feedback based on ratings and were conducted after seeking inputs from all the Directors/Committee Members.

Based on the above parameters, the performance ofthe Board was found to be effective and that of the majority of the Individual Directors (including Independent Directors) was evaluated and found to be effective. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

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

insightful, convincing, astute, with a keen sense of observation, matureand has a deep knowledgeofyour Company.The Managing Director''s performance was rated as effective.

It was held unanimously agreed that other Non-Executive NonIndependent Directors actively engaged in the board''s deliberations and provided an independent perspective to drive strategic decisionmaking and objectivejudgement. Their performance was rated as effective.

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

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

The information flow between your Company''s Management and the Board is satisfactory.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Transactions Policy has been devised by your Companyfor, inter alia determining the materiality oftransactions with related parties and dealings with them in line with the requirementsoftheSEBI Listing Regulationsandit intendstoensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

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

During theyear under review, all related party transactions entered into by the Company, were approved by the Audit Committee and wereatarm''s length and in theordinary courseofbusinessandwere in compliance with theapplicable provisions oftheCompaniesAct, 2013 and SEBI Listing Regulations. Material Related Party Transactions as perSEBI Listing Regulationsand as perCompaniesAct, 2013are placed before the Members for their approval.

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

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

The Board of Directors recommend to the Shareholders of your Company to accord prior approval to the proposed Related Party Transactions proposed to be entered into by the Company during the period 1st October, 2023 to 30th September, 2024 (including subsequent material modification(s), if any to be made in the proposed RPTs), which may/may not be material in terms of the Companies Act, 2013 and SEBI Listing Regulations, at the ensuing Annual General Meeting ofthe Company.

POLICY FOR DETERMINING''MATERIAL''SUBSIDIARIES

Your Company has formulated a Policy for determining Material Subsidiaries in accordancewith theapplicable laws.Thesaid Policy is available on your Company''s website, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report.

As on March 31, 2023, two subsidiaries of your Company, Solapur Tollways Private Limited (STPL) and Guruvayoor Infrastructure Private Limited (GIPL) are the Material Unlisted Subsidiaries of your Company, as per Regulation 16(1)(c) of the SEBI Listing Regulations.

POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class ofthe employees. Your Company in its endeavour to provide a safe and healthy work environment for all its employees has developed a policy to ensure zero tolerance towards verbal, physical, psychological conduct ofa sexual nature by any employee or stakeholder that directly or indirectly harasses, disrupts or interferes with another''s work performance or creates an intimidating, offensive or hostile environment such that each employee can realize his/her maximum potential.

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

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

YourCompany hasformulateda Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms ofSection 177 of the Companies Act, 2013, and Regulation 22 of SEBI Listing Regulations in order to encourage Directors and employees ofyour Company to escalate to the level oftheAuditCommittee,any issue ofconcerns impacting and compromising with the interest ofyour Company and its stakeholders in any way. Your Company is committed to adhere to highest standards of ethical, moral and legal business conduct and to open communication, and to provide

necessary safeguards for protection ofemployees from reprisals or victimization, for whistle blowing in good faith.

The Company has also designated [email protected], an e-mail IDfor providing access to theemployeesoftheCompany todisclose any unethical and improper practice taking place in the Company for appropriateaction and reporting.Thesaid Policy isavailableonyour Company''s website, www.brnl.in and a link to thesaid Policy has been provided elsewhere in this Annual Report.

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

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

During the Financial Year 2022-23, no significant and material orders have been passed by Regulators or Courts or Tribunals, impacting the going concern status and your Company''s operations in future.

AUDITORS

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

Further,vide notification dated 7th May, 2018issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice ofthe 16th AGM.

Pursuant to provisions ofSection 143(12) ofthe Companies Act, 2013, the Statutory Auditors have not reported any incident offraud, during the year under review, to the Audit Committee ofyour Company.

AUDIT QUALIFICATIONS

M/s.S.S. Kothari Mehta&Company,Chartered Accountants and the Statutory Auditors ofthe Company have given a modified opinion on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended on 31st March, 2023 w.r.t. non-recognition of interest on X 7,000 lakhs from July 01, 2019 onwards which, as per the statutory Auditors, is not in compliance of Ind AS 1 ''Presentation of Financial Statements'' read with Ind AS 109''Financial Instruments''. Due to this, loss before tax ofthe company for the quarter ended March 31,2023 has been understated by'' 220.07 lakhs and loss before taxoftheCompanyfor theyear ended March 31,2023 has been understated by X 892.50 lakhs and the current liabilities as at March 31, 2023 has been understated by X3349.93 lakhs.

The Board''s Comment on the modified opinion given by the Statutory Auditors of the Company on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended on 31st March, 2023 has been suitably covered under notes to Accounts forming part ofthe Annual Report viz. note no. 16(ii) of theStandalone Financial Statements.

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

SECRETARIAL AUDIT

YourCompany had appointed Messers. M.R.&Associates, Practicing Company Secretary, Kolkata, as the Secretarial Auditor of the Company, for the Financial Year 2022-23, to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013, read with theCompanies (Appointmentand Remuneration ofManagerial Personnel) Rules, 2014.

TheSecretarial Audit Reportforthe Financial Year ended March 31, 2023 does not contain any qualification, reservation or adverse remark or disclaimer and has been set out as an Annexure to this Directors'' Report.

COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed underthe provisionsofSection 148(1)oftheCompanies Act, 2013 is not applicablefor the business activities carried out by theCompany.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2023 is available on the Company''s website: https://brnl.in/wp-content/uploads/2023/09/ANNUAL-RETURN.pdf

BRNL WEBSITE

The website ofyour Company, www.brnl.in has been revamped and has been carefully redesigned to provide an enhanced user experience with improved ease of data access and a visually appealing interface. The website is running on the responsive technology platform, known as WordPress ensuring uniform display across all devices, like, mobile, tab, desktop, etc., and all the operating systems. The website has been designed while keeping in mind requirements under SEBI Listing Regulations and Company, Act, 2013andtherequisiteinformation has been published, organized, and displayed in compliance with the statutory laws.

The site carries a comprehensive database of information ofinterest to the investors, including the Financial Results ofyour Company, dividend declared, Shareholding Pattern, any price sensitive information disclosed to the Regulatory Authorities from time to time, investor presentations, corporate profile and business activities, including project details ofyour Company and the services rendered byyourCompany.

PARTICULARS OF EMPLOYEES

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

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

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

YourCompany''soperationsare local and it has not earned andspent any foreign exchange during the year under review (Previous Year -Nil).

DIRECTORS'' RESPONSIBILITY STATEMENT

In termsofprovisionsofSection 134(3) and 134(5) oftheCompanies Act, 2013 (''Act''), read with relevant Rules made thereunder, the Directors hereby confirm that:

(i) in the preparation ofthe Annual Accountsforthe Financial Year ended 31st March, 2023, 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 madejudgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state ofaffairs ofyour Company at the end ofthe Financial Year and ofthe profit ofyour Company for that period;

(iv) the Directors have prepared the Annual Accounts for the Financial Yearended 31st March, 2023 on a going concern basis;

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

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued bythe InstituteofCompany SecretariesofIndiaon the Board/ Committee Meetings and General Meetings during the year under review.

INSIDER TRADING CODE

Your Company has adopted a Code of Conduct under the SEBI (Prohibition of Insider Trading) Regulations, 2015 to regulate, monitor and report trading by Designated Persons and their Immediate Relatives.

The Code is applicable to all Directors, Designated Persons and Insiders, who are expected to have access to Unpublished Prices Sensitive Information (UPSI). The Company Secretary is the Compliance Officer for monitoring adherence to the applicable Regulations.

FAIR DISCLOSURE CODE

Pursuant to Regulation 8 read with Schedule A of the SEBI (Prohibition on InsiderTrading) Regulations, 2015,theBoardofDirectorsofyour Company have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) which lays down the principles and practices to be followed by the Company pertaining to universal disclosure of UPSI. The Chief Financial Officer oftheCompany, also designated as ChiefInvestor Relations Officer, is authorised to deal with dissemination of information and disclosure of UPSI in a fair and unbiased manner.

The Code has been made available on the Company''s website www.brnl.in.

CORPORATE GOVERNANCE

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

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

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

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

Your Companyalso has a receivableof Rs. 114.19Croresfrom IL&FS GroupCompanyviz. IL&FS Transportation Networks Limited (ITNL). Hon''ble National Company Law Appellate Tribunal (NCLAT) has granted moratorium on recovery of such claims against all IL&FS Group Companies, including IFIN and ITNL.

Your Company has initiated appropriate measuresfor set offofthis payable and recovery ofthe balance amount.

Further an application has been filed by IL&FS on July 18, 2023 before the Hon''ble National Company LawAppellate Tribunal, New Delhi seeking an approval for unwinding /collapse of the transactions entered into with "third partyborrowers" (which would includeyour Company) as against thedues ofthe relevant IL&FS groupcompany "final borrower" (which in this case means ITNL), and further restricting the accrual of interest upto cutoff date i.e October 15, 2018. In view ofthis,your Company hasfiled an application before Hon''ble NCLT Kolkata, praying for dismissal ofsection 7 application.

The case is still pending before the Honorable Tribunal.

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

1) Reserve Bank of India (RBI) vide its Press Release dated 4th October, 2021 superseded the Board of your Company''s Corporate Promoter SREI Infrastructure Finance Limited and its Wholly Owned Subsidiary SREI Equipment Finance Limited and appointed its Administrator in both of these Companies.

Subsequently, your Company has received a Notice of Motion by Administrator ofSrei Equipment Finance Limited preferred before the Hon''ble National Company Law Tribunal, Kolkata Bench (NCLT) in the matter of Reserve Bank of India vs. Srei Equipment Finance Limited wherein the Company and its subsidiaries interalia have been madeapartyamongst multiple respondents and the respondents have been alleged of fraudulent loan transactions as per section 60(5) and 66 of the Insolvencyand Bankruptcy Code, 2016, based on a Transaction Audit Report relied upon by Srei Equipment Finance Limited.

2) Your Company and its subsidiaries have filed their respective counter affidavits in the matter which is yet to be heard by Hon''ble NCLT.

Your Company has received an application filed by the Administrator ofSrei Equipment Finance Limited under section 60(5) and 66 ofthe Insolvency and Bankruptcy Code, 2016, before the Hon''ble National Company Law Tribunal, Kolkata Bench (NCLT) in the matter of Reserve Bank of India vs. Srei Equipment Finance Limited wherein Your Company inter alia has been made a party amongst multiple respondents and it has been alleged that your Company along with some more respondents, have indulged in round tripping of funds.

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

Your Company is taking necessary legal steps in this regard. GENERAL DISCLOSURES

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

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise;

â¢ Issueofsweatequityshares;

â¢ Your Company does not have any scheme of provision ofmoney for the purchase of its own shares by employees or by trustees for the benefit of employees;

â¢ There was no revision in the Financial Statements;

â¢ There was no change in the nature of business; and

â¢ There was no one time settlement done by theCompanyfor the loans availed from Banks or Financial Institutions.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the excellent support and co-operation received from Financial Institutions, Bankers, National Highway Authority of India (NHAI), Ministry ofCorporate Affairs (MCA), Registrar ofCompanies (ROC), EPC Partners and SPV Partners and other stakeholders during the year under review. Your Directors also place on record their deep appreciation for thevaluablecontribution made bytheCompany''s employees and look forward to their continued cooperation in realization ofmotto oftheCompany,"Behtar Raste, Badhta Bharat", in the years to come, as a Key partner of "MAKE IN INDIA" plans.

Mar 31, 2018

Dear Members,

The Directors have the pleasure in presenting the Eleventh Annual Report, together with the Audited Accounts of your Company, for the Financial Year ended on 31st March, 2018. The summarized financial performance of your Company is as under:

FINANCIAL RESULTS AND OPERATIONS:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Year ended March 31, 2018	Year ended March 31, 2017	Year ended March 31, 2018	Year ended March 31, 2017
Gross Revenue	6,417.43	1,672.83	25,071.86	14,277.56
Total expenses	2,365.77	1,398.89	15,331.98	14,603.48
Profit/(Loss) from operation before Share of Profit/(Loss) of Associates (revenue)	4,051.66	273.94	9,739.88	(325.92)
Share of Profit / (Loss) of Associates	-	-	(6,267.84)	(5,846.98)
Profit / (Loss) before tax	4,051.66	273.94	3,472.04	(6,172.90)
Tax Expenses
Current tax	863.90	53.82	863.90	59.34
Deferred tax	295.96	-	293.54	-
Profit/ (Loss) for the year	2,891.80	220.12	2,314.60	(6,232.24)
Other comprehensive income Items that will not be reclassified to profit or loss (Net of Taxes)	(5.27)	(32.42)	(4.67)	(31.81)
Total Comprehensive Income for the year	2,886.53	187.70	2,309.93	(6,264.05)
Profit for the year attributable to:
Owners of the Company	-	-	2,330.76	(6,230.77)
Non-Controlling Interest	-	-	(16.16)	(1.47)
Other Comprehensive Income for the year attributable to:
Owners of the Company	-	-	(4.67)	(31.82)
Non-Controlling Interest	-	-	-	0.01
Total Comprehensive Income for the year attributable to:
Owners of the Company	-	-	2,326.09	(6,262.59)
Non-Controlling Interest	-	-	(16.16)	(1.46)
Balance brought forward from the previous year	160.81	(26.89)	(13,055.48)	(6,662.03)
Adjustment on Consolidation*	-	-	-	(130.86)
Profit available to Owners for appropriation	2,891.80	220.12	2,330.76	(6,230.77)
Appropriations:
Dividend	(420.00)	-	(420.00)	-
Tax on Dividend	(85.45)	-	(85.45)	-
Adjustment of Other Comprehensive Income: Gain (Loss)	(5.27)	(32.42)	(4.67)	(31.82)
Balance carried to Balance Sheet	2,541.89	160.81	(11,234.84)	(13,055.48)

Note: The above figures have been extracted from the Standalone and Consolidated Financial Statements of the Company, for the Financial Year ended on March 31, 2018, prepared as per Indian Accounting Standards (Ind-AS).

*Pursuant to the requirement of section 129(3) of the Companies Act, 2013, the Company had prepared its Consolidated Financial Statement for the first time in the financial year 2014-15. During the financial year 2016-17, the Company had prepared its Consolidated financial statement for the financial year 2013-14 for the purpose of disclosure in offer documents for proposed issue of securities. Consequently, the impact of related party transactions elimination for financial year 2013-14 amounting to Rs. 130.86 lakh has been adjusted with the opening balance of retained earnings during financial year 2016-17.

During the year under review, your Company has earned on a Standalone basis, Net Profit of Rs. 2891.80 Lakhs, as against Net Profit of Rs. 220.12 Lakhs earned in the previous Financial Year. Gross Revenue was Rs. 6417.43 Lakhs as against Rs. 1672.83 Lakhs in the previous Financial Year.

Your Company has, beginning 1st April, 2017, adopted the Indian Accounting Standards for the first time, with a transition date of 1st April, 2016. The Annual Audited Standalone and Consolidated Financial Statements for the year under review, have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS), prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures w.r.t key impact areas and other adjustments upon transition to Ind-AS reporting have been made under the Notes to the Financial Statements.

DIVIDEND

Interim Dividend

The Board of Directors at its meeting held on 2nd November, 2017, approved payment of Interim Dividend of Rs. 0.50 (5%) per Equity Share on 8,39,50,000 Equity Shares of the Company of Rs. 10 each, fully paid-up, aggregating to Rs. 4.20 crore (exclusive of Dividend Distribution Tax) out of the profits of the Company for the Financial Year 2017-18. Interim dividend was paid on 27th November, 2017 to such members, whose name appeared in the Register of Members as on the record date, i.e., 17th November, 2017.

Final Dividend

In addition to the Interim Dividend, your Directors are pleased to recommend a Final Dividend of Rs. 0.50 (5%) per Equity Share, on 8,39,50,000 Equity Shares of the Company, of Rs. 10 each, fully paid-up, for the Financial Year ended on 31st March, 2018, subject to the approval of the Members at the ensuing Annual General Meeting. The Dividend, will entail a cash outflow of Rs. 4.20 crore (exclusive of Dividend Distribution Tax).

Final dividend, if approved by the Shareholders, taken together with the Interim Dividend, will amount to a total dividend of Rs. 1 (10%) per Equity Share, for the Financial Year 2017-18.

TRANSFER TO RESERVES

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

PROMOTERSâ GROUP SHAREHOLDING

As on March 31, 2018, the total shareholding of Promoter Group of your Company is 65.10% in the Paid-up Share Capital of the Company.

As on March 31, 2018, 18.30% of the Promotersâ Group shareholding is under pledge. Further, in compliance with Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations, 2015â), the entire shareholding of Promoter(s) and Promoter group is in dematerialized form.

PUBLIC DEPOSITS

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

SUBSIDIARY & ASSOCIATE COMPANIES

During the year under review, in terms of the Securities Purchase Agreement (SPA), executed amongst your Company, Guruvayoor Infrastructure Private Limited (GIPL), KMC Constructions Limited and KMC Infratech Road Holdings Limited (together, âKMC affiliatesâ), and subject to necessary approvals, your Company has agreed to acquire additional 51% stake in GIPL from KMC affiliates, which would make GIPL a Wholly-Owned Subsidiary of the Company.

Pursuant to the said SPA, your Company has on 28th March, 2018, acquired 24.98% equity shares in GIPL, thereby increasing its existing shareholding in GIPL from 49% to 73.98%. Consequently, GIPL has become a subsidiary of your Company, w.e.f. 28th March, 2018, pursuant to Section 2(87) of the Companies Act, 2013 and a âMaterial Subsidiaryâ pursuant to Regulation 16(c) of SEBI Listing Regulations, 2015 since the total income of GIPL exceeded 20% of the consolidated income of your Company during the immediately preceding Accounting Year.

As on the date of this Report, your Company has 3 (three) Subsidiaries and 4 (four) Associate Companies.

The names of companies which became or ceased to be Subsidiaries or Associate Companies, during the year, are as under:

NAME	STATUS
Guruvayoor Infrastructure	Ceased to be an Associate and
Private Limited	became a Subsidiary w.e.f. March 28,
	2018.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES & ASSOCIATE COMPANIES

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

Further, in accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements of each of the Subsidiary , included in the Consolidated Financial Statements prepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules, 2014, are available on the website of your Company, www.brnl.in.

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

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

There is no such material change and commitment affecting the financial position of your Company, which have occurred from the end of the Financial Year ended on March 31, 2018 and the date of this Report.

INITIAL PUBLIC OFFER (IPO)

Your Company came out with Initial Public Offer (IPO) of 2,93,00,000 (Two Crore, Ninety-three Lacs) fresh equity shares of face value Rs. 10/- each, at a price of Rs. 205/- per equity share (including a share premium of Rs. 195/- per share), to applicants under various categories, viz., Qualified Institutional Buyers, Non-InstitutionaI Investors and Retail Individual Investors, in September, 2017. The Equity Shares of the Company were successfully listed at BSE limited (Scrip Code: 540700) and National Stock Exchange of India Limited (Symbol: BRNL) with effect from 18th September, 2017.

Since your Company has achieved the listing status w.e.f. 18th September, 2017, the compliances of various laws with respect to provisions thereof, applicable to a listed Company, have become applicable to your Company from the said date and your Company has been complying with the same regularly.

Your Directors take this opportunity to thank all the investors for their overwhelming response to the IPO and for the confidence reposed by them.

CAPITAL STRUCTURE

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

Pursuant to the Initial Public Offer, the Paid-up Share Capital of your Company increased from Rs. 54.65 Crore, divided into 5,46,50,000 (Five Crore, Forty-six Lacs, Fifty Thousand) Equity Shares of Rs. 10 each, to Rs. 83.95 Crore, divided into 8,39,50,000 (Eight Crore, Thirty-nine Lacs, Fifty Thousand) Equity Shares of Rs. 10/- each.

DIRECTORS & KEY MANAGERIAL PERSONNEL Directors

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and Rules made thereunder, Mr. Bajrang Kumar Choudhary (DIN: 00441872), Managing Director of your Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. His brief resume/details has been furnished in the Notice of the ensuing AGM. The Board, therefore, recommends the said re-appointment of Mr. Bajrang Kumar Choudhary.

There was no change in the Directors of your Company during the year under review.

Key Managerial Personnel

During the year under review, Mr. Sanjay Banka, Chief Financial Officer and Company Secretary of the Company resigned from the office of the Company Secretary and Compliance Officer w.e.f. close of Business hours of December 16, 2017. Mr. Sanjay Banka, however, continued as the Chief Financial Officer (CFO) of the Company.

The Board of Directors of your Company appointed Mr. Naresh Mathur (FCS: 4796), as Company Secretary and Compliance Officer of the Company, w.e.f. December 17, 2017.

As per the provisions of Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following Director / Executives of your Company are the Key Managerial Personnel as on March 31, 2018 -

Name	Designation
Mr. Bajrang Kumar Choudhary	Managing Director
Mr. Sanjay Banka	Chief Financial Officer
Mr. Naresh Mathur	Company Secretary

MEETINGS OF BOARD OF DIRECTORS

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

7 (Seven) Meetings of the Board of Directors of the Company were held during the Financial Year 2017-18 on 26th April, 2017, 21st August, 2017, 14th September, 2017, 5th October, 2017, 2nd November, 2017, 16th December, 2017 and 14th February, 2018.

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

AUDIT COMMITTEE

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

As on 31st March, 2018, the Audit Committee of your Company comprised of Mr. Brahm Dutt (Independent Director), acting as the Chairman of the Committee, Mr. Atanu Sen (Independent Director) and Mr. Bajrang Kumar Choudhary (Managing Director), acting as the Members of the Committee.

For operational convenience, the Board of Directors of your Company at its Meeting held on 29th May, 2018, has reconstituted the Audit Committee. The Committee, presently, comprises of Mr. Brahm Dutt (Independent Director), acting as the Chairman of the Committee, Mr. Pradeep Singh (Independent Director), Mr. Atanu Sen (Independent Director) and Mr. Bajrang Kumar Choudhary (Managing Director), acting as the Members of the Committee.

Mr. Naresh Mathur, Company Secretary, acts as the Secretary to the Committee.

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

4 (four) Meetings of the Audit Committee were held during the Financial Year 2017-18 on 26th April, 2017, 14th September, 2017, 2nd November, 2017 and 14th February, 2018.

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

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2018, the NRC comprised of Mr. Brahm Dutt (Independent Director), acting as the Chairman of the Committee, Mr. Pradeep Singh (Independent Director) and Mr. Atanu Sen (Independent Director) as Members of the Committee.

For operational convenience, the Board of Directors of your Company at its Meeting held on 29th May, 2018, has reconstituted the NRC. The Committee, presently, comprises of Mr. Pradeep Singh (Independent Director), acting as the Chairman of the Committee, Mr. Brahm Dutt (Independent Director) and Dr. (Ms.) Tuk Tuk Ghosh Kumar (Independent Director) as Members of the Committee.

Mr. Naresh Mathur, Company Secretary, acts as the Secretary to the Committee.

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

2 (two) meetings of the NRC were held during the Financial Year 2017-18, on 26th April, 2017 and 16th December, 2017.

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The total amount required to be spent for CSR, being 2 (two) per cent of the average net profits of your Company made during the three immediately preceding financial years, during the Financial Year 2017-18, aggregated to approximately, Rs. 1.22 Lacs.

Your Company has constituted a CSR Committee, as required in terms of Section 135 of the Companies Act, 2013 and the Rules made thereunder.

The CSR Committee comprises of Dr. (Ms.) Tuk Tuk Ghosh Kumar (Independent Director), acting as the Chairperson of the Committee, Mr. Atanu Sen (Independent Director) and Mr. Bajrang Kumar Choudhary (Managing Director) as Members of the Committee.

Mr. Naresh Mathur, Company Secretary, acts as the Secretary to the CSR Committee.

The brief Terms of Reference of the Committee has been provided in the Corporate Governance Report, forming part of this Annual Report.

There has been no change in the composition of CSR Committee during the year under review.

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

During the year under review, 1(one) CSR Committee Meeting was held on 2nd November, 2017.

Your Company is fully aware of the fact that as a corporate citizen, it is also entrusted with the responsibility to contribute for the betterment of the society at large. For this purpose, even though the amount to be spent on CSR was Rs. 1.22. lacs, your Company voluntarily contributed a sum of Rs. 5 lacs on CSR.

During the year under review, your Company contributed to Srei Foundation, which through IISD Edu World, extended support towards promoting education among underprivileged students by bearing their educational expenses. IISD Edu World is a Company registered under Section 25 ofthe Companies Act, 1956 (now, Section 8 of the Companies Act, 2013). It manages two (2) schools which, presently, impart education up to standard IX and V, respectively, along with facilities, like, free mid-day meals, books and school dresses at concessional rates. The donations received by the entity helps to sustain the financial and educational activities undertaken by the two schools. Moreover, donation to Srei Foundation qualifies for deduction under Section 804 of the Income Tax Act, 1961.

As prescribed under Section 135 of the Companies Act, 2013, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, an Annual Report on CSR Activities, has been set out as an Annexure to this Directorsâ Report.

PERFORMANCE EVALUATION

The Nomination and Remuneration Committee (NRC) of your Company has formulated and laid down criteria for Performance Evaluation of the Board (including Committees) and every Director (including Independent Directors) pursuant to provisions of Section 134, Section 149, read with the Code for Independent Directors (Schedule IV), and Section 178 of the Companies Act, 2013, covering, inter alia, the following parameters:

i) Board Evaluation - degree of fulfilment of key responsibilities; Board culture and dynamics.

ii) Board Committee Evaluation - effectiveness of meetings; Committee dynamics.

iii) Individual Director Evaluation (including Independent Directors) - contribution at Board Meetings.

During the year under review, the Board carried out annual evaluation of its own performance as well as evaluation of the working of various Board Committees, viz., Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. This exercise was carried out through a structured questionnaire prepared separately for Individual Board Members (including the Chairman and Managing Director) and Board Committees based on the criteria as formulated by the Nomination and Remuneration Committee and in context of the Guidance note dated January 05, 2017 issued by SEBI.

Based on these criteria, the performance of the Board, various Board Committees and of the Individual Directors (including Independent Directors) was evaluated and found to be effective.

During the year under review, the Independent Directors of your Company reviewed the performance of Non-Independent Directors and Chairperson of your Company, taking into account the views of Executive Director and Non-Executive Directors. They hold an unanimous opinion that the Non-Independent Director, viz Managing Director brings to the Board, abundant knowledge in his respective field and is an expert in his area. Besides, he is insightful, convincing, astute, with a keen sense of observation, mature and have a deep knowledge of your Company.

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

The Chairman has abundant knowledge, experience, skills and understanding of the Boardâs functioning, possesses a mind for detail, is meticulous to the core and conducts the Meetings with poise and maturity.

Board Committees are adequately composed (in terms of size, skill, expertise, experience, etc) to carry out the responsibilities and addressing the objectives for which it has been set up by the Board. Also, there is clarity between the Board, Management and Committee w.rt. the role played by the committee.

The information flow between your Companyâs Management and the Board is complete, timely with good quality and sufficient quantity.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Transactions Policy has been devised by your Company for determining the materiality of transactions with related parties and dealings with them. The said Policy is available on your Companyâs website, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report.

Related Party Transactions entered into during the Financial Year ended 31st March, 2018, were on an armâs length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015 and were reviewed and approved by the Audit Committee of the Company.

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

Further, in terms of Regulation 23 of the SEBI Listing Regulations, 2015, the Board of Directors recommend to the Shareholders of your Company to confirm and approve related party transactions, being material in terms of the said Regulations, at the ensuing Annual General Meeting of the Company.

POLICY FOR DETERMINING âMATERIALâ SUBSIDIARIES

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

As on March 31, 2018, Orissa Steel Expressway Private Limited (OSEPL) and Guruvayoor Infrastructure Private Limited (GIPL) are the Material Subsidiaries of your Company, as per Regulation 16(1)(c) of the SEBI Listing Regulations, 2015.

POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

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

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

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

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

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

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

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

During the Financial Year 2017-18, no significant and material orders have been passed by regulators or courts or tribunals, impacting the going concern status and your Companyâs operations in future.

AUDITORS

At the Tenth Annual General Meeting (AGM) of your Company held on December 16, 2017, Messrs S.S. Kothari Mehta & Co., Chartered Accountants, having Registration No. 000756N, allotted by the Institute of Chartered Accountants of India (ICAI), were appointed as Statutory Auditors of your Company, to hold office for a term of 5 (five) years, from the conclusion of the 10th AGM till the conclusion of the 15th AGM of your Company, in accordance with Section 139 and other applicable provisions of the Companies Act, 2013, read with the Rules framed thereunder.

Further, pursuant to the provisions of the Companies (Amendment) Act, 2017, the requirement for ratification of the aforesaid Appointment of Statutory Auditors of the Company, by its Members, at every AGM, has been removed with effect from 7th May, 2018. Hence, ratification of aforesaid appointment every year till 15th AGM of your Company does not need to be placed before the shareholders.

AUDIT QUALIFICATIONS

There are no qualifications, reservations, adverse remarks or disclaimer made by M/s. S.S. Kothari Mehta & Co., Chartered Accountants, the Statutory Auditors of the Company, except Para titled âEmphasis Matterâ in the Auditorsâ Report, which are self-explanatory and the same is detailed in Note 27.4 to the Financial Statements.

Further, the Statutory Auditors have not reported any incident of fraud, during the year under review, to the Audit Committee of your Company.

SECRETARIAL AUDIT

Your Company has appointed M/s. K Arun & Co, Practicing Company Secretary, as the Secretarial Auditor of the Company, for the Financial Year 2017-18, to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the Financial Year ended March 31, 2018 does not contain any qualification, reservation or adverse remark or disclaimer and has been set out as an Annexure to this Directorsâ Report.

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return, as on the Financial Year ended March 31, 2018, in Form MGT-9, as required under Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, has been set out as an Annexure to this Directorsâ Report.

BRNL WEBSITE

The website of your Company, www.brnl.in, has been successfully running on the responsive technology based platform, known as âDrupalâ, ensuring uniform display across all devices, like, mobile, tab, desktop, etc., and all the operating systems. The website has an inbuilt sophisticated and customized content management system for easy change in content. A simple, improved navigation system enables the users to access the requisite information from different sections of the website with lesser number of clicks. The contemporary and smart look of the new website conforms to your companyâs brand guideline, while taking a customer and investor centric approach catering to the requirements of prospective customers, investors, employees and other stakeholders.

The site carries a comprehensive database of information of interest to the investors, including the Financial Results of your Company, dividend declared, Shareholding Pattern, any price sensitive information disclosed to the Regulatory Authorities from time to time, investor presentations, corporate profile and business activities, including project details of your Company and the services rendered by your Company.

PARTICULARS OF EMPLOYEES

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

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

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

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

DIRECTORSâ RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the Financial Year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(iv) the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2018 on a going concern basis;

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

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

INSIDER TRADING CODE

The Company has adopted a code of conduct to regulate, monitor and report trading by insiders (the Code) under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code is applicable to all Directors, Designated Employees and Insiders, who are expected to have access to Unpublished Prices Sensitive Information (UPSI). The Company Secretary is the Compliance Officer for monitoring adherence to the applicable Regulations.

CORPORATE GOVERNANCE

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

GENERAL DISCLOSURES

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

- Issue of equity shares with differential rights as to dividend, voting or otherwise;

- Issue of sweat equity shares;

- Your Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

- There was no revision in the Financial Statements; and

- There was no change in the nature of business.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the excellent support and co-operation received from Financial Institutions, Bankers, National Highway Authority of India (NHAI), Ministry of Corporate Affairs, Registrar of Companies, EPC Partners and SPV Partners and other stakeholders during the year under review. Your Directors also place on record their deep appreciation for the valuable contribution made by the Companyâs employees and look forward to their continued cooperation in realization of motto of the Company, âBehtar Raste, Badhta Bharatâ in the years to come, as a Key partner of âMAKE IN INDIAâ plans.

On behalf of the Board of Directors

For Bharat Road Network Limited

Bajrang Kumar Choudhary Brahm Dutt

Place: Kolkata Managing Director Chairman

Date: 29.05.2018 DIN: 00441872 DIN: 05308908

Mar 31, 2017

Dear Members,

The Directors have the pleasure in presenting the Tenth Annual Report together with the Audited Accounts of your Company for the Financial Year ended on 31 st March, 2017. The summarized financial performance of your Company is as under:

FINANCIAL RESULTS AND OPERATIONS

Standalone Financial Statements

(Rs. in Crore)

	For the year ended
Particulars	31^st March, 2017	31^st March, 2016
Total Income	17.42	7.34
Total Expenditure	16.02	7.07
Profit/(Loss) Before Tax	1.40	0.27
Tax Expenses	0.54	-
Profit/(Loss) After Tax	0.86	0.27
Balance brought forward from previous year	(0.27)	(0.54)
Balance carried to Balance Sheet	0.59	(0.27)
Paid up Equity Share Capital	54.65	10.00

Consolidated Financial Statements

(Rs. in Crore)

	For the year ended
Particulars	31^st March, 2017	31^st March, 2016
Total Income	12.19	4.25
Total Expenditure	16.79	7.15
Profit/(Loss) Before Tax	(4.59)	(2.89)
Tax Expenses	0.54	-
Profit/(Loss) After Tax	(5.18)	(2.89)
Share of Loss of Associates	(39.11)	(41.48)
Profit for the year	(44.28)	(44.37)
Balance brought forward from previous year	(75.29)	(30.92)
Adjustment on consolidation	(1.31)	-
Balance carried to Balance Sheet	(120.88)	(75.29)
Paid up Equity Share Capital	54.65	10.00

Note: The above figures have been extracted from the standalone and consolidated financial statements of the Company for the financial year ended on March 31,2017.

During the year under review, your Company has earned an Income of Rs. 17.42 Crore as against Rs. 7.34 Crore earned in the previous Financial Year and Net Profit of Rs. 0.86 Crore against a Profit of Rs. 0.27 Crore earned in the previous Financial Year.

DIVIDEND

In view of inadequate profit earned during the year under review, the Board of Directors of your Company does not recommend any dividend for the Financial Year 2016-17.

TRANSFER TO RESERVES

No amount has been transferred to any Reserves in view of the inadequate profit earned by the Company this year.

NATUREOF BUSINESS

There has been no change in the nature of business of the Company.

PUBLIC DEPOSITS

Your Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

APPLICABILITY OF ACCOUNTING STANDARD

The Indian Accounting Standard (Ind-AS) became applicable to the Company from April 1,2017.

SUBSIDIARY & ASSOCIATE COMPANIES

During the year under review, your Company has increased its shareholding in Solapur Tollways Private Limited, which is a subsidiary of your Company (since 3rd August, 2013) from 98.04% to 99.02%. Further, the Company has 5 Associate Companies as on31st March, 2017.

The names of companies which became or ceased to be subsidiaries or associate companies during the year are given below:

NAME

STATUS

Orissa Steel Expressway Private Limited

Mahakaleshwar Tollways Private Limited

Potin Pangin Highways Private Limited

Ceased to bean associate and became a subsidiary of the Company w.e.f. 12.11.2016.

Became an Associate of the Company w.e.f. 28.10.2016.

Ceased to bean associate of the Company w.e.f. 12.11.2016.

Your Company does not have any Joint Venture as on date.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES & ASSOCIATE COMPANIES

The Statement in Form AOC-1 containing the salient features of the financial statement of your Companyâs subsidiaries and associates companies pursuant to first proviso to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report. Further, in line with Section 129(3) of the Act read with the aforesaid Rules, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations, 2015) and in accordance with the Accounting Standard 21 (AS-21), Consolidated Financial Statements prepared by your Company includes financial information of its subsidiary companies.

A Report on the performance and financial position of each of the Subsidiaries and Associate Companies included in the Consolidated Financial Statements prepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules, 2014, forms part of the annual accounts of each of the Subsidiary and Associate Companies and the same has also been placed on the website of your Company at www.brnl.in.

Members interested in obtaining a copy of the annual accounts of the Subsidiaries and Associate Companies may write to the Company Secretary at your Companyâs Registered Office. The said report is not repeated here for the sake of brevity.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There is no such material change and commitment affecting the financial position of your Company which have occurred between the end of the financial year of your Company to which the financial statements relate and the date of the report.

However, your Company came out with the Initial Public Offer (IPO) of its Equity Shares in September, 2017. The Equity Shares of the Company have been listed at BSE limited (Scrip Code: 540700) and National Stock Exchange of India Limited (Symbol: BRNL) on 18th September, 2017.

INITIAL PUBLIC OFFER (IPO)

The public issue of Equity Shares of the Company opened on September 06,2017 and closed on September 08,2017 under book building process. The subscriptions was received from - QIB (1.32X), NIB (1.63X) and Retail Investors (5.69X) with an overall Oversubscription of (1.8X). Based on the Subscription received in various categories and consideration of various other important factors, the Issue Price of Equity Shares of Face Value of Rs.10 per share was fixed at Rs. 205 per Equity Share (inclusive of premium of Rs. 195 per share).The Company allotted 2,93,00,000 Equity Shares at an issue price of Rs. 205 per equity share (inclusive of premium of Rs. 195 per equity share) to all the successful applicants on 14th September, 2017 and trading in shares of your company started on 18th September, 2017. The summary of Allotment is as under:

Category	No. of successful applicants	No. of equity shares	Total amount (Rs.)
QIBs - Mutual Funds	8	10,98,750	22,52,43,750
QIBs - Mutual Funds & others	23	2,08,76,250	427,96,31,250
Non Institutional Investors	147	43,95,000	90,09,75,000
Retail Investors	40,136	29,30,000	60,06,50,000
Total	40,314	2,93,00,000	600,65,00,000

The proceeds from the issue of Equity Shares of the Company have been utilized / are in process of utilization for the purposes for which they were raised and there is no deviation in the utilization of the said proceeds.

ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION (AOA)

During the year under review, your Company has adopted a new set of Articles of Association (AoA) in line with the Companies Act, 2013 pursuant to shareholdersâ approval granted by way of a Special Resolution passed at the Extraordinary General Meeting of the Company held on November 14, 2016.

CAPITAL STRUCTURE

At present, the Authorized Capital of the Company is Rs. 1.000.000.000 (Rupees One Hundred Crores) divided into 100.000.000 (Ten Crores) Equity Shares of Rs. 10 each and the paid-up share capital of the Company is Rs. 839,500,000 (Rupees Eighty Three Crores Ninety Five Lakhs) divided into 83,950,000 (Eight Crores Thirty Nine Lakhs Fifty Thousand) shares of Rs. 10each.

During the year under review, the authorized share capital of your Company increased from Rs. 100,000,000 (Rupees Ten Crores) divided into 10,000,000 (One Crore) Equity Shares of Rs. 10 each to Rs. 1000,000,000 (Rupees One Hundred Crore) divided into 100,000,000 (Ten Crores) Equity Shares of Rs.10 each.

Your Company also came out with Right Issue oRs.18,000,000 (One Crore Eighty Lakhs) Equity Shares wherein Nine (9) Equity Shares were offered for every Five (5) Equity Shares held by the existing Shareholders of your Company as on October 17,2016. The right issue was priced at Rs. 10/- share. The issue of Rs. 180.000.000 (Rupees Eighteen Crores) was fully subscribed and shares were allotted on October 28,2016.

Your Company has also made preferential allotment oRs.2,66,50,000 (Two Crores Sixty Six Lakhs Fifty Thousand) Equity Shares of face value Rs. 10 each at a premium of Rs. 195 per share to selected group of investors, pursuant to shareholders approval granted by way of a special resolution passed at the Extraordinary General Meeting of the Company held on November 11, 2016.

Further on 14th September, 2017, your Company has, through an Initial Public Offer (IPO) of equity shares allotted 29,300,000 (Two Crores Ninety Three Lakhs) fresh equity shares of face value Rs. 10 each at a premium of Rs. 195 per share to applicants under various categories viz. Qualified Institutional Buyers, Non-Institutional Investors and Retail Individual Investors.

Pursuant to the above issue/allotments, the paid up share capital of the Company increased by Rs.73,95,00,000 (Rupees Seventy Three Crores Ninety Five Lakhs) and stands at Rs. 83.95.00.000 (Rupees Eighty Three Crores Ninety Five Lakhs). Post issue, the shareholding pattern of your Company stands at Promoters holding 65.10% and Public holding 34.90% of equity shares in the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors

During the year under review, Mr. Bajrang Kumar Choudhary (DIN: 00441872) who was a Non-Executive Director on the Board of Directors of your Company, was appointed as the Managing Director (Category: Executive) of your Company for a term oRs.3 (three) years w.e.f. November 01, 2016 under the relevant provisions of Sections 152,196, 197,198, 203, Schedule V of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Articles of Association and all other applicable provisions of the Companies Act, 2013 read together with the âBRNL Nomination and Remuneration Policyâ formulated pursuant to Section 178(3) of the Companies Act, 2013 and the same was also approved by the Members of the Company at the Extra -Ordinary General Meeting of the Company held on November 14,2016.

Mr. Atanu Sen (DIN: 05339535) was appointed as an Additional Director on September 7, 2016 and has been appointed as a regular Director on the Board at the Annual General Meeting of the Company held on September27,2016.

Further, Mr. Sanjay Kumar Chaurasia (DIN: 00907513) Independent Director of your Company tendered his resignation from the Directorship of the Company as well as from the membership of all the Committees of the Board w.e.f. November 10, 2016 due to pre-occupation.

Based on the recommendation of Nomination and Remuneration Committee of your Company, the Board of Directors had appointed Dr. (Ms.) TukTuk Ghosh Kumar (DIN: 06547361) as an Independent Director of the Company in terms of Sections 149(1) and 149(6) of the Companies Act, 2013 for a term of5 (five) consecutive years w.e.f. 6th October, 2016. Your Company has issued a formal letter of appointment to the Independent Director stating inter alia the terms and conditions of their appointment and the same has also been hosted on the website of your Company www.brnl.in.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and rules made there under and as per the Articles of Association of your Company, Mr. Bajrang Kumar Choudhary (DIN: 00441872), Managing Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume/details relating to Director who is proposed to be reappointed has been furnished in the Notice of the ensuing AGM. The Board, therefore, recommends the re-appointment of Mr. Bajrang Kumar Choudhary as a Director (Managing Director) of your Company.

Key Managerial Personnel

Mr.Anurag Kuba, Chief Executive Officer (CEO) of the Company resigned as CEO with effect from June 16,2016 and Mr. Asim Tewari, Chief Technical Officer of the Company, was designated as Manager of the Company w.e.f. June 17, 2016.

Mr. Asim Tewari resigned from the Office of Manager of the Company with effect from closure of business hours on31st October, 2016and was re-designated as the Chief Operating Officer of the Company w.e.f. November 01, 2016.

As per the provisions of Section 203 of the Companies Act, 2013 read together with Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following executives of your Company are the Key Managerial Personnel as on March 31, 2017 -

Name of Key Managerial Personnel (KMP)

Designation

Mr. Bajrang KumarChoudhary

Mr. Sanjay Banka

Managing Director

Chief Financial Officer and Company Secretary

MEETINGS OF BOARD OF DIRECTORS

9 (Nine) Meetings of the Board of Directors of the Company were held during the year 2016-2017 on 16th May, 2016,7th September, 2016,19th September, 2016,17th October, 2016, 10th November, 2016,25th November, 2016,22nd December, 2016, 8th February, 2017 and 16th February, 2017.

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

AUDITCOMMITTEE

The Audit Committee of the Company has been constituted inline with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18of SEBI Listing Regulations, 2015. The Company Secretary acts as a Secretary to the Committee.

The Audit Committee of your Company comprises of Mr. Brahm Dutt (Independent & Non-Executive Director) to act as the Chairman of the Committee, Mr. Bajrang Kumar Choudhary (Managing Director) and Mr. Atanu Sen (Independent & Non-Executive Director) to act as the Members of the Committee. Mr. Sanjay Banka, Company Secretary acts as the Secretary to the Committee.

The Audit Committee was re-constituted at the meeting of the Board of Directors of the Company held on November 10, 2016. The scope and functions of the Audit Committee is in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015. The Terms of Reference of the Audit Committee has been provided in the Corporate Governance Section forming part of this Report.

4 (four) Meetings of the Audit Committee were held during the year 2016-2017 on 7th September, 2016,19th September, 2016, 25th November, 2016 and 22nd December, 2016.

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

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of your Company has constituted a Nomination and Remuneration Committee (NRC) in accordance with the provisions of Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014. The scope and function of NRC is in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises of Mr. Brahm Dutt (Independent & Non-Executive Director) to act as the Chairman of the Committee, Mr. Pradeep Singh (Independent & Non-Executive Director) and Mr. Atanu Sen (Independent & Non-Executive Director) as members of the Committee. Mr. Sanjay Banka, Company Secretary acts as the Secretary to the Committee. The Terms of Reference of the Committee has been provided in the Corporate Governance Section forming part ofthis Report.

The Nomination and Remuneration Committee was reconstituted at the meetings of Board of Directors held on September 07,2016 and November 10,2016.

3 (three) Meetings of Nomination and Remuneration Committee were held during the year 2016-2017 on 16th May, 2016, 7th September, 2016 and 10th November, 2016.

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

The Nomination and Remuneration Policy has been hosted on the website of the Company www.brnl.in and the link thereof, has been given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the provisions of Section 135 of the Companies Act, 2013 with regard to Corporate Social Responsibility have become applicable to your Company on account of increase in the net worth of the Company from Rs. 9.72 crore asat31st March, 2016to Rs. 573.6189 crore as at March 31, 2017. Accordingly, your Company would be required to spend at least two percent of the average net profits of the company made during the three immediately preceding financial years (i.e. FY 2014-15,2015-16 & 2016-17) during the Financial Year 2017-18. Your Company has constituted a Corporate Social Responsibility (CSR) Committee required in terms of Section 135 of the Companies Act, 2013 and the rules thereon.

The CSR Committee comprises of Dr. (Ms.) TukTuk Ghosh Kumar (Independent & Non-Executive Director) to act as the Chairperson of the Committee, Mr.AtanuSen (Independent & Non-Executive Director) and Mr. Bajrang Kumar Choudhary (Executive Director) as the Members of the Committee. The Company Secretary acts as the Secretary to the CSR Committee. The Terms of Reference of the Committee has been provided in the Corporate Governance Section forming part of this Report.

The Company has also framed a Corporate Social Responsibility Policy in line with the provisions of Section 135 of the Companies Act, 2013 and the same has been hosted on the website of the Company www.brnl.in and the link thereof, has been given in the Corporate Governance Report.

Your Company will chalk out a list of CSR projects and programmes which your company plans to undertake falling within the purview of Schedule VII of the Companies Act, 2013 and hence, necessary disclosures as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable as on 31st March, 2017.

During the year under review, no CSR Committee meeting was held.

PERFORMANCE EVALUATION

The Nomination and Remuneration Committee (NRC) of your Company has formulated and laid down criteria for Performance Evaluation of the Board (including Committees) and every Director (including Independent Directors) pursuant to provisions of Section 134, Section 149 read with Code of Independent Directors (Schedule IV) and Section 178 of the Companies Act, 2013 covering inter-alia the following parameters namely:

i) Board Evaluation - degree of fulfilment of key responsibilities; Board culture and dynamics.

ii) Board Committee Evaluation - effectiveness of meetings; Committee dynamics.

iii) Individual Director Evaluation (including IDs) - contribution at Board Meetings.

Based on these criteria, the performance of the Board, various Board Committees viz. Audit Committee, Stakeholdersâ Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee and Individual Directors (including Independent Directors) was evaluated and found to be satisfactory.

During the year under review, the Independent Directors of your Company reviewed the performance of Non Independent Directors and Chairperson of your Company, taking into account the views of Executive Director and Non Executive Directors. They hold an unanimous opinion that the Non- Independent Directors, including the Chairman and Managing Director bring to the Board, abundant knowledge in their respective field and are experts in their areas. Besides, they are insightful, convincing, astute, with a keen sense of observation, mature and have a deep knowledge of your Company.

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

The Chairman has abundant knowledge, experience, skills and understanding of the Boardâs functioning, posseses a mind for detail, is meticulous to the core and conducts the Meetings with poise and maturity.

The information flow between your Companyâs Management and the Board is complete, timely with good quality and sufficient quantity.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related Party Transactions were entered into during the Financial Year ended 31 st March, 2017, on an armâs length basis and in ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons during the year under review which may have a potential conflict with the interest of the Company at large.

Members may refer to the notes to the Financial Statements for details of related party transactions as required under disclosure norms of applicable Accounting Standards. A Related Party Policy has been devised by your Company for determining the materiality of transactions with related parties and dealings with them. The said Policy is available on your Companyâs website www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report.

RISK MANAGEMENT PLAN

Risk management has been an important and integral part of the operations of your Company. Your Companyâs risk management strategy strives to balance the trade off between risk and return and ensure optimal risk-adjusted return on capital, and entails independent identification, measurement and management of risks across the various businesses of your Company. The Company has proper strategies and framework for identification, assessment and mitigation of risk management.

The Company has in place, a Risk Management Policy which is regularly reviewed by Audit Committee. The Policy on risk management has been hosted on the website of the Company www.brnl.in and the link thereof, has been given in the Corporate Governance Report. In the opinion of the Board, there is no risk which may threaten the existence of the Company.

POLICY FOR DETERMINING âMATERIALâ SUBSIDIARIES

As on March 31,2017, Orissa Steel Expressway Private Limited (OSEPL) is a material subsidiary of your Company. Your Company has formulated a Policy for determining Material Subsidiaries in accordance with the applicable laws. The said Policy is available on your Companyâs website www.brnl.in and the link thereof, has been given in the Corporate Governance Report.

Mr. Atanu Sen, Independent Director of your Company has been appointed as an Independent Director on the Board of Orissa Steel Expressway Private Limited as per the relevant provisions of Regulation 24(1) of SEBI Listing Regulations, 2015.

POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

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

Your Company has put in place a âPolicy on Prevention of Sexual Harassmentâ as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

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

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

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

As a matter of good corporate governance, the Company has designated [email protected] email id for providing access to the employees of the Company to disclose any unethical and improper practice taking place in the Company for appropriate action and reporting. The said Policy is available on your Companyâs website www.brnl.in.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year 2016-17, no significant and material orders has been passed by regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

AUDITORS

Messers G. P. Agrawal & Co., Chartered Accountants, having Registration No. 302082E allotted by the Institute of Chartered Accountants of India (ICAI), have completed two terms oRs.5 consecutive years pursuant to the relevant provisions of Section 139(2) of theCompaniesAct,2013 read together with rules thereof. In this regard, it is necessary to appoint a new Audit Firm as the Statutory Auditors of the Company for a period oRs.5 years, who shall hold office from the Conclusion of the ensuing AGM till the conclusion oRs.15th Annual General Meeting of the Company, subject to ratification of such appointment by Members at the Annual General Meeting of the Company every year.

In view of the above, Your Company has received confirmation/certifications from Messers S.S. Kothari Mehta & Co., Chartered Accountants, Kolkata, in terms of the provisions of Section 139,141 & 142 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014. They have also confirmed that they hold a valid peer review certificate as prescribed under Regulation 33(d) of the SEBI Listing Regulations, 2015.The Audit Committee and the Board of Directors of your Company recommends the appointment of Messers S.S. Kothari Mehta & Co., Chartered Accountants, as the statutory Auditors of the Company for a period oRs.5 (Five) Years, subject to ratification of such appointment by Members at the Annual General Meeting of the Company every year.

AUDIT QUALIFICATIONS

There are no qualifications, reservations or adverse remarks made by Messrs G. P. Agrawal & Co., Chartered Accountants, the retiring Statutory Auditors of the Company except Para titled âEmphasis Matterâ in the Auditorsâ Report which are self-explanatory and the same is detailed in Note 24.8 to the Financial Statements.

Further, the Statutory Auditors have not reported any incident of fraud during the year under review to the Audit Committee of your Company.

SECRETARIALAUDIT

During the year under review, the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with respect to Secretarial Audit have become applicable on your Company from the Financial Year 2016-17 onwards. In this regard, your Company has appointed M/s. Jayshri Tulsyan & Associates having Membership Number 7725 and Certificate of Practice Number 8096 as the Secretarial Auditor of the Company for the Financial Year 2016-17.

The Secretarial Audit Report for the Financial Year ended March 31, 2017 is an unqualified Report and is attached as annexure to the Directors Report.

EXTRACT OF THE ANNUAL RETURN

An extract of Annual Return as on the Financial Year ended March 31, 2017 in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out as an Annexure to this Report.

INTERNALAUDITOR

Your Companyâs Internal Control System is commensurate with the nature of its business and the size and complexity of its operations and ensures compliance with policies and procedures. The Internal Control Systems are being constantly updated with new/revised Standard Operating Procedures.

Further, your Companyâs Internal Financial Controls (IFC) have been reviewed and actions have been taken to strengthen financial reporting and overall risk management procedures.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Company had appointed M/s. Vimal & Seksaria, Chartered Accountant having Registration No. 319194E allotted by the Institute of Chartered Accountants of India (ICAI), to undertake the Internal Audit of the Company for the Financial Year 2016-17.

BRNL WEBSITE

The website of your Company www.brnl.in was revamped recently. This website has been developed on the new responsive technology based platform known as âDrupalâ ensuring uniform display across all devices like mobile, tab, desktop etc. and all the operating systems. The website has an inbuilt sophisticated and customized content management system for easy change in content. A simple, improved navigation system needs a lesser number of clicks to reach the information available in the different sections of the website. The contemporary and smart look of the new website conforms to your Companyâs new Brand guideline while taking a customer centric approach catering to the requirements of prospective customers, investors, employees and other stakeholders.

PARTICULARS OF EMPLOYEES

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

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGSANDOUTGO

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

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

DIRECTORSâ RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the financial year ended 31 st March, 2017, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) 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 your Company at the end of the financial year and of the profit of your Company for that period;

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

(iv) the Annual Accounts for the financial year ended 31 st March, 2017 had been prepared on a going concern basis;

(v) the Director have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

INSIDER TRADINGCODE

The Company has adopted a code of conduct to regulate monitor and report trading by insiders (the Code) under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code is applicable to all designated employees and insiders who are expected to have access to Unpublished Prices Sensitive Information. The Company Secretary is the Compliance Officer for monitoring adherence to the applicable regulations.

CORPORATE GOVERNANCE

Your Company strives to achieve highest standards of Corporate Governance and to take necessary steps at appropriate times for enhancing and meeting stakeholdersâ expectations while complying with the mandatory provisions of Corporate Governance. With that belief, though not applicable before listing, the Company voluntarily complied with the requirements of SEBI Listing Regulations, 2015.

Accordingly, the Company has disclosed information as on March 31,2017 and as on the date of the Boardâs Report, i.e., November 2, 2017. As required under Regulation 34(3) read with Schedule V of SEBI Listing Regulations, 2015, a separate section on Corporate Governance and a Certificate from M/s. K. Arun & Co, Practicing Company Secretary, Kolkata, confirming compliance with the requirements of Corporate Governance, forms part of Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the excellent support and co-operation received from Financial Institutions, Bankers, National Highway Authority of India (NHAI), MCA, Registrar of Companies, EPC Partners and SPV Partners during the year under review. Your Directors also place on record their deep appreciation for the valuable contribution made by employees and look forward to their continued cooperation in realization of motto of the company âBehtar Raste, Badhta Bharatâ in years to come as a Key partner of âMAKE IN INDIAâ plans.

On behalf of the Board of Directors

For Bharat Road Network Limited

Bajrang Kumar Choudhary Brahm Dutt

Managing Director Chairman

DIN-00441872 DIN-05308908

Place : Kolkata

Date : 02.11.2017

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Directors Report of Bharat Road Network Ltd.

FINANCIAL SUMMARY / HIGHLIGHTS

DIVIDEND

TRANSFER OF UNCLAIMED DIVIDEND ANDUNCLAIMED SHARES

TRANSFER TO RESERVES

PROMOTERS' GROUP SHAREHOLDING

PUBLIC DEPOSITS

MANAGEMENT DISCUSSION & ANALYSIS REPORT

ECONOMY OUTLOOKGlobal Economy

DOMESTIC ECONOMY

India Fiscal Year GDP Growth (%)

OUTLOOK

INDUSTRY SECTOR AND OUTLOOK

Investment Opportunities in the Roads Sector

Boosting Private Investment in Highway Infrastructure

CCEA Approvals for 8 National High Speed Corridor Projects:

Road Transport

e-Initiatives

SECTOR OUTLOOK

Government Initiatives:

Voluntary Vehicle Modernization Program or VehicleScrapping Policy

IBC and PPP Projects: A Mismatch of Framework

COMPANY OVERVIEW

BUSINESS PERFORMANCE

Operational Revenue from Road Assets

â¢ Â Â Â Solapur Tollways Private Limited (STPL)

Settlement of Claims and Disputes between OSEPL andNHAI

Admission of Insolvency Petition Against Solapur TollwaysPvt Ltd.

Arbitration Award in Favor of KEPL

FUTURE BUSINESS PLANS & OUTLOOKEmployee Empowerment and Resilience

Strategic Transformation and Value Creation

Debt Realignment and Capital Optimization

Claim Realization and Risk Mitigation

Asset Monetization for Growth Capital

FINANCIAL PERFORMANCE

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

RISK MANAGEMENT

Risks and MitigationGrowth Risk

Business Risk

Regulatory Risk

INTERNAL CONTROL AND AUDIT

CAUTIONARY STATEMENT

Key Managerial Personnel

MEETINGS OF BOARD OF DIRECTORS

AUDIT COMMITTEE

NOMINATION AND REMUNERATION COMMITTEE

CORPORATE SOCIAL RESPONSIBILITY (CSR)

PERFORMANCE EVALUATION

PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS

PARTICULARS OF CONTRACTS OR ARRANGEMENTSWITH RELATED PARTIES

AUDIT QUALIFICATIONS

SECRETARIAL AUDIT

COST RECORDS AND AUDIT

ANNUAL RETURN

BRNL WEBSITE

PARTICULARS OF EMPLOYEES

PARTICULARS OF CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO

Santanu Ray Â Â Â Bajrang Kumar Choudhary

I. ECONOMY OUTLOOK Global Economy

Domestic Economy

Outlook

II. INDUSTRYSECTORANDOUTLOOK Industry Overview

Recent Trends and Developments

5. Key Technology Trends:

Sector Outlook

III. BUSINESS & OPERATIONS COMPANY OVERVIEW

Under Construction Project Palma Gumla Highway Private Limited (PGHPL)

BUSINESS PERFORMANCE

Traffic and Revenue Growth

Claim Management

IV. FUTUREBUSINESSPLANS

New Business Opportunities

Claim Management

Stakeholder ValueCreation

Financial Management

V. FUTURE OUTLOOK

1. Government Initiatives and Investments

2. Increased Private Sector Participation

3. Technological Advancements

4. Regulatory and Policy Reforms

TRANSFER OF UNCLAIMED DIVIDEND AND
UNCLAIMED SHARES

ECONOMY OUTLOOK
Global Economy

Voluntary Vehicle Modernization Program or Vehicle
Scrapping Policy

â¢ Â Â Â Solapur Tollways Private Limited (STPL)

Settlement of Claims and Disputes between OSEPL and
NHAI

Admission of Insolvency Petition Against Solapur Tollways
Pvt Ltd.

FUTURE BUSINESS PLANS & OUTLOOK
Employee Empowerment and Resilience

Risks and Mitigation
Growth Risk

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

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