Directors Report of B.R.Goyal Infrastructure Ltd.

Mar 31, 2025

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

1. FINANCIAL RESULTS:

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

Amount in INR Lakhs
Â		Standalone		Consolidated
Particulars		Year ended on	Year ended on	Year ended on	Year ended on
Â	Â	31 March 2025	31 March 2024	31 March 2025	31 March 2024
Total Revenues	Â	50682.55	58620.40	51509.41	59619.20
Profit/ (Loss) for the	year before	Â	Â	Â	Â
providing for Depreciation	and Finance	4620.80	3985.92	4648.33	3988.86
Costs and exceptional items	Â	Â	Â	Â	Â
Less: Finance Cost	Â	716.69	649.66	716.69	649.66
Less: Depreciation	Â	538.98	473.91	538.98	473.91
Profit/ (Loss) before Extraordinary items Less: Exceptional Income/ items	Exceptional/	Â	Â	Â	Â
	Exceptional/	3365.13	2862.35	3392.66	2865.29
	Extraordinary	Â	Â	Â	Â
	Extraordinary	â	---	â	---
	Â	Â	Â	Â	Â
Profit before Tax	Â	3365.13	2862.35	3,392.66	2865.29
Less: Tax Expenses	Â	832.92	641.33	840.15	642.16
Less: Deferred Tax	Â	25.11	34.23	25.11	34.23
Profit/ (Loss) after tax		2507.10	2186.79	2527.40	2188.90
The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Actâ) read with theÂ Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

2. STATE OF COMPANY'S AFFAIRS AND FINANCIALÂ PERFORMANCE:Standalone:

During the financial year ended 31 March 2025, the Company's operations resulted in total revenues ofÂ INR 50682.55 Lakh as against to INR 58620.40 LakhÂ in the previous year. The Profit before Finance Cost,Â Depreciation and exceptional items amounted toÂ INR 4620.80 Lakh as against profit of INR 3985.92Â Lakh in the previous year. The Net Profit after tax forÂ the year ended after considering exceptional andÂ extraordinary items amounted to INR 2507.10 LakhÂ as against profit of INR 2186.79 Lakh in the previousÂ year.

Consolidated:

During the financial year ended 31 March 2025, the Company's operations resulted in total revenues ofÂ INR 51509.41 Lakh as against INR 59619.20 Lakh forÂ the previous year. The Profit before Finance Cost,Â Depreciation and exceptional items amounted toÂ INR 4648.33 Lakh as against profit of INR 3988.86Â Lakh in the previous year. The Net Profit for the yearÂ ended after considering exceptional andÂ extraordinary items amounted to INR 2527.40 LakhÂ as against Profit of INR 2188.90 Lakh in the previousÂ year.

3. Â Â Â CHANGE IN NATURE OF BUSINESS, IF ANY:

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

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

4. Â Â Â DIVIDEND:

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

5. Â Â Â TRANSFER TO RESERVES:

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

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

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

6. SHARE CAPITAL:

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

Â	Numbers in	Amount in
Particulars
	actual	INR
Â
Authorized Share Capital		Â
Equity Shares of Rs. 10/- each	2,50,00,000	25,00,00,000
Total	2,50,00,000	25,00,00,000
Issued, Subscribed and Paid-up Share Capital
Equity Shares of Rs. 10/- each	2,38,24,704	23,82,47,040
Total	2,38,24,704	23,82,47,040

Changes in share capital during the period under review and up to the date of signing of thisÂ report:

i. Â Â Â Authorized Share Capital:

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

ii. Â Â Â Issued, Subscribed and Paid-up ShareÂ Capital:Bonus Issue of Shares:

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

As on 31 March 2025, the details of utilization of funds raised by way of IPO are as follows:
Utilization of Funds up to on 31 March 2025	Amount in INR Lakhs
Modified Modified .^F.^und.^s Original utilized till Original Object Object, if Allocatio Allocation 31 March any n, if any 2025	Amount of Deviation/VariatiÂ on for the	Â
	quarter	Remarks, if
	according to applicableÂ object	any
^FundingÂ ^cap^{ital ex}p^enditureÂ __Â ₈₀₂₀₀Â __Â _80200Ârequirement . . ^{Funding Working Capital}Â -Â 4200.00Â -- 2399.31 Requirement Funding expenditure for inorganic growth through acquisitions & other strategic -- 2669.20 -- 532.26 initiatives and GeneralÂ Corporate Purposes	--	Fully Utilized Remaining Amount will beÂ utilized in NextÂ Quarter Remaining Amount will beÂ utilized in NextÂ Quarter
Except as disclosed above, the Company has not issued any Shares with or without differential rights or		Debentures or
any other securities by way of Public Offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat
Equity Shares, and Employee Stock Option Scheme or in any such other manner.	Â	Â

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

Preferential Issue of Shares:

The Board of Directors of the Company at their meeting held on 27 August 2024 approved issue andÂ allotment of up to 1,20,000 Equity Shares on aÂ preferential basis in accordance with the provisionsÂ of sections 23, 42, 62(1)(c) and other applicableÂ provisions, if any, of the Companies Act, 2013 (theÂ "Act"), the SEBI ICDR Regulations and otherÂ applicable laws, at an issue price of INR 125.00 perÂ equity share (including premium of INR 115.00 perÂ equity share). The Members of the CompanyÂ approved the said issue vide special resolutionÂ passed at the 02/2024-25 Extra-Ordinary GeneralÂ Meeting of the members of the Company held on 27Â August 2024. Upon receipt of the share applicationÂ money from the Allottees, the Board of Directors atÂ their meeting held on 30 August 2024 had allottedÂ the said Equity Shares. The newly issued EquityÂ Shares rank pari passu with the existing EquityÂ Shares of the Company.

Initial Public Offer (IPO) of Shares;

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

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

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements)Â Regulations, 2015, the Company hereby states that,Â during the year under review, the Company has notÂ deviated or varied the utilization of proceeds of theÂ Initial Public Offering (IPO) from the objects stated inÂ the offer document. The funds raised through theÂ IPO have been utilized for the purposes asÂ mentioned in the Prospectus. The statement ofÂ utilization of IPO proceeds has been reviewed by theÂ Audit Committee and the Board of DirectorsÂ periodically. A certificate from Statutory AuditorÂ confirming the utilization of funds has also beenÂ submitted to the Stock Exchange(s) within due date.Â There is no deviation or variation in the use ofÂ proceeds of the issue from the objects stated in theÂ prospectus.

Depository System:

As the members are aware, the Company's Equity shares are compulsorily tradable in electronic form. AsÂ on 31 March 2025, 100% of the Company's total paid-

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

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

7. Â Â Â INITIAL PUBLIC OFFER AND LISTING OF EQUITYÂ SHARES:

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

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

Your Directors believe that the listing of the Company marks a significant milestone, offering a robustÂ platform to elevate the brand, increase visibility, andÂ provide liquidity to shareholders. The equity sharesÂ were listed at a modest premium of 0.56% over theÂ IPO issue price, debuting at INR 135.75 - marking aÂ stable debut and reflecting underlying investorÂ confidence in the Company's long-term growthÂ potential.

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

8. Â Â Â SEGMENT WISE PERFORMANCE:

The Company only has a single segment in the business activities. Segment reporting is notÂ applicable to the Company in accordance with theÂ Accounting Standard 17 issued by the Institute ofÂ Chartered Accountants of India.

9. Â Â Â SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

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

Sr	Name &	Â	% of	Â
Sr	Address	Â	the	Applica
N	of the	CIN/UIN	Shar	ble
N	Compan	Â	es	Section
Â	y	Â	held	Â
Â	BR-DSR Lateri Shamsha	Â	Â	Â
1	bad	U45203MP2022PT 51.0		2(87)
1	Private Limited	C061383	0	2(87)
Â	Private Limited	C061383	0	Â
Â	India	Â	Â	Â
As	on 31 March	2025, your Company has following
Joint Ventures and Associates, the details of which are
as	follows:	Â	Â	Â
Sr	Name &	Â	% of	Applica
.	Address	CIN/UIN/L	Capital	Applica
N o.	of the Entity	LPIN	Contribu tion	Section
Â	BRGIL LLP	Â	Â	Â
1	India BRGIPL JV	AAY-8148	33.34	2(6)
2	KTIL LLP	AAM-4723	69.99	2(6)
Â	India BRGIL JVÂ Girija	Â	Â	Â
3	Constructi on	-	51.00	2(6)
Â	India BRGIL JVÂ SundarmaÂ dhav	Â	Â	Â
4	Constructi on LLP	ACM-5493	51.00	2(6)
Â	India	Â	Â	Â

During the year ended 31 March 2025, B R Goyal Tollways Private Limited (BRG Tollways) ceased to beÂ the subsidiary company of your Company on accountÂ of conversion of BRG Tollways into a Limited LiabilityÂ Partnership (LLP). Apart from the afore-mentioned, noÂ company ceased to be a subsidiary/ joint venture/Â associate company of your Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing theÂ salient features of the Company's subsidiaries in FormÂ AOC-1 asÂ Annexure-AÂ is attached to the Board ReportÂ of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financialÂ statements of the Company along with relevantÂ documents and separate audited financial statementsÂ in respect of subsidiary, is available on the website ofÂ the Company,Â www.brginfra.com.

10. Â Â Â PUBLIC DEPOSITS:

The Company has not accepted any public deposits, nor any amount of principal or interest thereof wasÂ outstanding in terms of Sections 73 and 74 of theÂ Companies Act, 2013 read with the CompaniesÂ (Acceptance of Deposits) Rules, 2014, for the financialÂ year ended 2024-25.

The details of transactions of Loans and Advances undertakenÂ Â Â Â between the Company and its

Directors/Relatives of Directors have been disclosed in Note No.: 33 (Related Party Transactions) which formsÂ part of the Financials Statements attached to thisÂ Report.

The Company has received declarations from its Directors and their Relatives that all the LoansÂ extended/to be extended by them to the Company,Â are their owned funds only and not borrowed fromÂ any person or entity.

11. MATERIAL Â Â Â CHANGES AND COMMITMENTSÂ AFFECTING FINANCIAL POSITION BETWEEN THEÂ END OF THE FINANCIAL YEAR AND DATE OFÂ REPORT:

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

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

12. Â Â Â LISTING OF SHARES:

The Equity Shares of the Company are listed on the SME Platform of BSE Limited with scrip code 544335.Â The Company confirms that the annual listing fees toÂ the stock exchange for the financial year 2024-25 haveÂ been paid.

13. Â Â Â INDUSTRIAL RELATIONS:

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

14. Â Â Â POLICY ON APPOINTMENT AND REMUNERATIONÂ OF DIRECTORS, KEY MANAGERIAL PERSONNELÂ AND SENIOR MANAGEMENT OF THE COMPANY:

The Board of Directors has formulated the Nomination and Remuneration Policy of your Company based onÂ recommendations made by the Nomination andÂ Remuneration Committee. The salient aspects coveredÂ in the Nomination and Remuneration Policy areÂ covering the policy on appointment and remunerationÂ of Directors including criteria for determiningÂ qualifications, positive attributes, independence of aÂ director and other matters, etc.

The current policy is to have an appropriate mix of executive and independent directors to maintain theÂ independence of the Board and separate its functionsÂ of governance and management. As on 31 MarchÂ 2025, the Board consists of Nine (9) members, ofÂ whom One (1) is the Managing Director, Two (2) areÂ the Whole Time Directors, Two (2) are the ExecutiveÂ Directors, and Four (4) are the Non-Executive andÂ Independent Directors.

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

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

15. Â Â Â BOARD DIVERSITY:

The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverseÂ Board will leverage differences in thought, perspective,Â knowledge, skill, regional and industry experience,Â cultural and geographical background, age, ethnicity,Â race and gender which will help to provide betterÂ directions and supervision to the affairs of theÂ Company. The Board has adopted the Board diversityÂ policy which sets out the approach to diversity of theÂ Board of Directors.

The Policy is also available on the website of the CompanyÂ www.brginfra.com.

16. PARTICULARS OF EMPLOYEES:

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

No employee of the Company was in receipt of remuneration more than the limits specified underÂ Rule 5(2) of the Companies (Appointment andÂ Remuneration of Managerial Personnel) Rules, 2014,Â during the financial year ended 31 March 2025.

Gender-Wise Composition of Employees

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the

gender composition of its workforce (on and off roll employee) as on 31 March 2025:

Male:Â 808Â Female:Â 42Â Transgender:Â 0

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equalÂ opportunity for all individuals, regardless of gender.

17. HUMAN RESOURCES:

The well-disciplined workforce which has served the Company for two decades lies at the very foundationÂ of the company's major achievements and shall wellÂ continue for the years to come. The management hasÂ always carried out systematic appraisal of performanceÂ and imparted training at periodic intervals. TheÂ Company has always recognized talent and hasÂ judiciously followed the principle of rewardingÂ performance.

18.	DIRECTORS AND KEY MANAGERIAL PERSONNEL:			Â	Â		Â
As on 31 March 2025, The Board of Directors of the Company comprises of following Nine (9) Directors:
Â	S. No	Â	Â	Â	Â		Date of Appointment	Â
Â		Name	Designation	Category	DIN	Â		Â
Â		Â	Â	Â	Â			Â
Â	1	Mr. Brij Kishore Goyal	Managing Director	Promoter	00012185		01/04/2005
Â	2	Mr. Gopal Goyal	Whole-Time Director	Promoter	00012164		01/04/2005
Â	3	Mr. Rajendra Kumar Goyal	Whole-Time Director	Promoter	00012150		01/04/2005
Â	4	Mr. Yash Goyal	Director	Promoter	08216033		16/10/2023
Â	5	Mr. Utpal Goyal	Director	Promoter	08215995		16/10/2023
Â	6	Mr. Mohit Bhandari	Director	Independent	08139828		29/06/2019
Â	7	Mrs. Khushboo Patodi	Director	Independent	08984343		30/12/2020
Â	8	Mr. Brij Mohan Maheshwari	Director	Independent	00022080		14/06/2024
Â	9	Mr. Ravindra Karoda	Director	Independent	10684887		05/07/2024
Appointments:			Â	Â	Â		Â
Â	During the financial year 2024-25, the following Directors were			appointed on the Board:			Â
Â	S. No	Â	Â	Â	Â		Date of	Â
Â		Name	Designation	Category	DIN	Â	Date of	Â
Â		Â	Â	Â	Â		Appointment	Â
Â	1	Mr. Brij Mohan Maheshwari	Additional Director	Independent	00022080		14/06/2024
Â	2	Mr. Ravindra Karoda	Additional Director	Independent	10684887		05/07/2024
The details of Regularization of Additional Directors are as				under:	Â		Â
Â	S. No	Â	Â	Â	Â		\| f A I	Â
Â		Name	Designation	Category	DIN	Â	Date ot Approval	Â
Â		Â	Â	Â	Â		by Shareholders	Â
Â	1	Mr. Yash Goyal*	Director	Promoter	08216033		26/06/2024
Â	2	Mr. Utpal Goyal*	Director	Promoter	08215995		26/06/2024
Â	3	Mr. Brij Mohan Maheshwari#	Director	Independent	00022080		26/06/2024
Â	4	Mr. Kamal Kumar Kasturi$	Director	Independent	01566363		26/06/2024
Â	5	Mr. Ravindra Karoda#	Director	Independent	10684887		25/07/2024

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

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

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

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

The details of Reappointment of Directors are as under:

S. No	Name Designation Category DIN	D	late of Approve	l	Â	Term of re-
S. No	Â	b	oyÂ Shareholders	>	Â	appointment
1	^Mr.Â ^MohitÂ Director Independent 08139828 Bhandari	26/06/2024		Â	Â	29 June 2024 till 28 June 2029
Resignations/Retirements along with facts of resignation: During the financial year 2024-25, the following Directors resigned from the Board of the Company:
S. No	Name Designation Category DIN		Date of	Reason
S. No	Â	Â	Resignation	Â	Â	Â
1	Mr. Kamal Kumar Director Independent 01566363 Kasturi	Â	28/06/2024	Personal reasons and other commitments

Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Gopal Goyal (DIN:Â 00012164) and Mr. Rajendra Kumar Goyal (DIN: 00012150), Whole-Time Directors of the Company are liable to retire byÂ rotation at the ensuing AGM and being eligible offered themselves for reappointment.

Appropriate resolutions for their re-appointment are being placed for your approval at the ensuing AGM.

Your Directors recommend their re-appointment as the Whole-Time Directors of your Company.

Key Managerial Personnel:

As on 31 March 2025, in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnels ofÂ the Company are as below:

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

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

Annual Evaluation of Board's Performance:

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

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act,Â 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities ExchangeÂ Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and Listing Regulations and are independent of the management. All the Independent Directors of the Company have registeredÂ themselves with the Indian Institute of Corporate Affairs ("IICA").

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with theÂ corporate affairs, new developments and business of the Company from time to time. The Familiarization program isÂ also available on the website of the CompanyÂ www.brginfra.com.

Pecuniary relationship

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

Code of Conduct

Your Company has adopted a Code of Conduct for all the employees including Board Members and Senior Management Personnel of the Company in accordance with the requirement under the Securities Exchange Board ofÂ India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code of Conduct has been posted on theÂ website of the CompanyÂ www.brginfra.com.Â All the Board Members and the Senior Management Personnel haveÂ affirmed their compliance with the said Code of Conduct for the financial year ended 31 March 2025.

19. CODE OF CONDUCT FOR PREVENTION OF INSIDERÂ TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements ofÂ the SEBI (Prohibition of Insider Trading) Regulations,Â 2015. The Insider Trading policy of the Company laysÂ down guidelines and procedures to be followed, andÂ disclosures to be made while dealing with shares ofÂ the Company as well as consequences of violation. TheÂ Policy has been formulated to regulate, monitor andÂ ensure reporting of deals by the employees and toÂ maintain the highest ethical standards of dealing in

the Company's Shares. The code is also available on the website of the CompanyÂ www.brginfra.com.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure ofÂ Unpublished Price Sensitive Information in terms ofÂ the SEBI (Prohibition of Insider Trading) Regulation,Â 2015 (as amended). The same has been filed with theÂ BSE Limited and also uploaded on the website of theÂ Company.

20. COMMITTEES OF THE BOARD:

As on 31 March 2025, the Board has following committees:

a. Â Â Â Audit Committee;

b. Â Â Â Stakeholders Relationship Committee;

c. Â Â Â Nomination and Remuneration Committee;

d. Â Â Â Corporate Social Responsibility Committee;

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

f. Â Â Â Finance and Investment Committee; and

g. Â Â Â Tender Committee.

Audit Committee

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

Name Designation	Nature of Directorship
Â	Nature of Directorship
Mr. Mohit Chairman Bhandari Mrs. Khushboo Member Patodi Mr. Brij Mohan Member Maheshwari	Non-Executive & Independent Director Non-Executive & Independent Director Non-Executive & Independent Director
As on date of this report, the Committee is as follows:	composition of Audit
Name Designation	Nature of
Â	Directorship
Mr. Mohit Chairman Bhandari Mrs. Khushboo Member Patodi Mr. Brij Mohan Member Maheshwari	Non-Executive & Independent Director Non-Executive & Independent Director Non-Executive & Independent Director

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

The scope and function of the Audit Committee and its terms of reference shall include the following:

A. Tenure:Â The Audit Committee shall continue toÂ function as a committee of the Board until

otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved byÂ the Board.

B. Â Â Â Meetings of the Committee:Â The committeeÂ shall meet at least four times in a year and notÂ more thanÂ 120Â days shall elapse between any twoÂ meetings. The quorum for the meeting shall beÂ either two members or one-third of the membersÂ of the committee, whichever is higher but thereÂ shall be the presence of a minimum of twoÂ Independent Directors at each meeting.

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

1. Â Â Â Oversight of the listed entity's financialÂ reporting process and the disclosure of itsÂ financial information to ensure that theÂ financial statement is correct, sufficient, andÂ credible;

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

3. Â Â Â Approval of payment to statutory auditorsÂ for any other services rendered by theÂ statutory auditors;

4. Â Â Â Reviewing, with the management, the annualÂ financial statements and auditor's reportÂ thereon before submission to the board forÂ approval;

5. Â Â Â Reviewing, with the management, the halfyearly financial statements beforeÂ submission to the board for approval, withÂ particular reference to;

- Â Â Â matters required to be included in theÂ director's responsibility statement to beÂ included in the board's report in terms ofÂ clause (c) of sub-section (3) of SectionÂ 134 of the Companies Act, 2013;

- Â Â Â changes, if any, in accounting policiesÂ and practices and reasons for the same;

- Â Â Â major accounting entries involvingÂ estimates based on the exercise ofÂ judgment by management;

- Â Â Â significant adjustments made in theÂ financial statements arising out of auditÂ findings;

- Â Â Â compliance with listing and other legalÂ requirements relating to financialÂ statements;

- Â Â Â disclosure of any related partyÂ transactions;

- Â Â Â modified opinion(s) in the draft auditÂ report;

6. Â Â Â Reviewing, with the management, theÂ statement of uses/application of funds raised

through an issue (public issue, rights issue, preferential issue, etc.), the statement ofÂ funds utilized for purposes other than thoseÂ statedÂ Â Â Â inÂ Â Â Â theÂ Â Â Â offer

document/prospectus/notice and the report submitted byÂ Â Â Â the monitoring agency

monitoring the utilization of proceeds of a public or rights issue, and makingÂ appropriate recommendations to the boardÂ to take up steps in this matter;

7. Â Â Â Reviewing andÂ Â Â Â monitoring the auditor's

independence Â Â Â and performance, and

effectiveness of the audit process;

8. Â Â Â Approval or any subsequent modification ofÂ transactions of the listed entity with relatedÂ parties;

9. Â Â Â Scrutiny of inter-corporate loans andÂ investments;

10. Â Â Â Valuation of undertakings or assets of theÂ listed entity, wherever it is necessary;

11. Â Â Â Evaluation of internal financial controls andÂ risk management systems;

12. Â Â Â Reviewing, with the management,Â performance of statutory and internalÂ auditors, adequacy of the internal controlÂ systems;

13. Â Â Â Reviewing the adequacy of the internal auditÂ function, if any, including the structure of theÂ internal audit department, staffing, andÂ seniority of the official heading theÂ department, reporting structure coverage,Â and frequency of internal audit;

14. Â Â Â Discussion with internal auditors of anyÂ significant findings and follow up there on;

15. Â Â Â The Audit Committee may call for theÂ comments of the auditors about internalÂ control systems, and the scope of the audit,Â including the observations of the auditorsÂ and review of financial statements beforeÂ their submission to the Board and may alsoÂ discuss any related issues with the internalÂ and statutory auditors and the managementÂ of the company.

16. Â Â Â Discussing with the statutory auditors beforeÂ the audit commences, about the nature andÂ scope of the audit as well as post-auditÂ discussion to ascertain any area of concern;

17. Â Â Â Reviewing the findings of any internalÂ investigations by the internal auditors intoÂ matters where there is suspected fraud orÂ irregularity or a failure of internal controlÂ systems of a material nature and reportingÂ the matter to the board;

18. Â Â Â Discussion with statutory auditors before theÂ audit commences, about the nature andÂ scope of the audit as well as post-auditÂ discussion to ascertain any area of concern;

19. Â Â Â The Audit Committee shall have theÂ authority to investigate any matterÂ concerning the items specified in section

177(4) of the Companies Act 2013 or referred to it by the Board.

20. Â Â Â To look into the reasons for substantialÂ defaults in the payment to the depositors,Â debenture holders, shareholders (in case ofÂ non-payment of declared dividends) andÂ creditors;

21. Â Â Â To review the functioning of the whistleblower mechanism;

22. Â Â Â Approving the appointment of the Chief

Financial Officer (i.e. the whole time finance director or any other person heading theÂ financeÂ Â Â Â function) afterÂ Â Â Â assessingÂ Â Â Â the

qualifications, experience, background, etc., of the candidate; and;

23. Â Â Â The Audit committee shall oversee the vigilÂ mechanism.

24. Â Â Â The AuditÂ Â Â Â CommitteeÂ Â Â Â will facilitate

KMP/auditor(s) of the Company to be heard in its meetings.

25. Â Â Â CarryingÂ Â Â Â outÂ Â Â Â any otherÂ Â Â Â functionÂ Â Â Â as is

mentioned in the terms of reference of the audit committee or containing into SEBIÂ Listing Regulations 2015.

Further, the Audit Committee shall mandatorily

review the following:

a) Â Â Â Management discussion and analysis ofÂ financial condition and results of operations;

b) Â Â Â StatementÂ Â Â Â ofÂ Â Â Â significantÂ Â Â Â relatedÂ Â Â Â party

transactions (as defined by the audit committee), submitted by management;

c) Â Â Â Management letters/letters of internal controlÂ weaknesses issued by the statutory auditors;

d) Â Â Â Internal audit reports relating to internalÂ control weaknesses; and

e) Â Â Â The appointment, removal, and terms ofÂ remuneration of the chief internal auditor shallÂ be subject to review by the audit committee.

f) Â Â Â Statement of deviations:

- Â Â Â Quarterly statement of deviation(s)Â including report of monitoring agency, ifÂ applicable, submitted to stockÂ exchange(s) in terms of Regulation 32(1).

- Â Â Â Annual statement of funds utilized forÂ purposes other than those stated in theÂ offer document/prospectus/notice inÂ terms of Regulation 32(7).

The Audit Committee met Eleven (11) times during the financial year and the details of the meeting are asÂ follows:

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

5.	14 June 2024
6. 7.	05 July 2024 27 August
6. 7.	2024
8.	28 November
8.	2024
9.	29 January
9.	2025
10.	18 February
10.	2025
11.	20 March
11.	2025

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

Stakeholders Relationship Committee

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

Name Designation	Nature of
Â	Directorship
Mr. Brij Mohan Chairman Maheshwari Mrs. Khushboo Member Patodi Mr. Mohit Member Bhandari	Non-Executive & Independent Director Non-Executive & Independent Director Non-Executive & Independent Director
As on date of this report, the composition of Stakeholders Relationship Committee is as follows:
Name Designation	Nature of
Â	Directorship
Mr. Brij Mohan Chairman Maheshwari Mrs. Khushboo Member Patodi Mr. Mohit Member Bhandari	Non-Executive & Independent Director Non-Executive & Independent Director Non-Executive & Independent Director

The scope and function of the Stakeholders Relationship Committee and its terms of referenceÂ shall include the following:

A. Tenure:Â The Stakeholders Relationship Committee shall continue to be in function as a committee ofÂ the Board until otherwise resolved by the Board,

to carry out the functions of the Stakeholders Relationship Committee as approved by theÂ Board.

B. Â Â Â Meetings:Â The Stakeholders RelationshipÂ Committee shall meet at such intervals as may beÂ prescribed under the Companies Act, 2013, andÂ the Securities and Exchange Board of India (ListingÂ Obligations and Disclosure Requirements)Â Regulations, 2015 ("SEBI Listing Regulations"). TheÂ quorum shall be two members present.

C. Â Â Â Terms of Reference:Â Redressal of shareholders'Â and investors' complaints, including and in respectÂ of:

- Â Â Â Allotment, transfer of shares includingÂ transmission, splitting of shares, changingÂ joint holding into single holding and viceÂ versa, issue of duplicate shares in lieu ofÂ those torn, destroyed, lost or defaced, orÂ where the space at back for recordingÂ transfers has been fully utilized.

- Â Â Â Issue of duplicate certificates and newÂ certificates on split/consolidation/renewal,Â etc.;

- Â Â Â Review the process and mechanism ofÂ redressal of Shareholders'/Investor'sÂ grievances and suggest measures forÂ improving the system of redressal ofÂ Shareholders'/Investors' grievances.

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

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

- Â Â Â Oversee the implementation and complianceÂ of the Code of Conduct adopted by theÂ Company for the prevention of InsiderÂ Trading for Listed Companies as specified inÂ the Securities & Exchange Board of IndiaÂ (Prohibition of Insider Trading) Regulations,Â 2015 as amended from time to time.

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

- Â Â Â Carrying out any other function contained inÂ the equity listing agreements as and whenÂ amended from time to time.

The Stakeholders Relationship Committee met Two (2) times during the financial year and the details of theÂ meeting are as follows:

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

Investors' Grievances Redressal:

There were no pending complaints/ transfers as on 31 March 2025 and also there were no complaints whichÂ were not resolved to the satisfaction of Shareholders.Â The summary of status of complaints/ requestÂ received, disposed and pending as on 31 March 2025Â is as under:

Â	No. of	Â
Â	complaints/requ	No. of
No. of	ests solved to	pending
complaints/re	the satisfaction	complaints/re
quest received	of	quest as on 31
Â	shareholders/inv estors	March 2025
0	0	0

All Share transfer and correspondence thereon are handled by the Company's Registrars and ShareÂ Transfer Agents viz. MUFG Intime India Private LimitedÂ (formerly Link Intime India Private Limited),Â C-101,Â Embassy 247, LBS. Marg, Vikhroli (West), Mumbai -400 083, Tel: 022 - 4918 6000, Fax: 022-4918 6060,Â Email Id:Â [email protected].

Compliance Officer:

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

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

Mr. Brij Mohan Maheshwari, Chairman of the Stakeholder's Relationship Committee was present atÂ the last Annual General Meeting. The CompanyÂ Secretary of the Company is the Secretary of theÂ Committee.

Nomination and Remuneration Committee

As on 31 March 2025, the composition of Nomination and Remuneration Committee is as follows:

Name Designation	Nature of Directorship
Â	Nature of Directorship
Mr. Mohit Chairman Bhandari Mrs. Khushboo Member Patodi Mr. Brij Mohan Member Maheshwari	Non-Executive & Independent Director Non-Executive & Independent Director Non-Executive & Independent Director
As on date of this report, the composition of Nomination and Remuneration Committee is asÂ follows:
Name Designation	Nature of
Â	Directorship
Mr. Mohit Chairman Bhandari Mrs. Khushboo Member Patodi Mr. Brij Mohan Member Maheshwari	Non-Executive & Independent Director Non-Executive & Independent Director Non-Executive & Independent Director

The Composition of this committee is also in compliance with the requirements of Section 178 ofÂ the Companies, Act 2013. The compensation grades ofÂ the senior managerial personnel are governed by theÂ HR policies of the Company. Managerial remunerationÂ is regulated in terms of Section 197, 198, Schedule VÂ and other applicable provisions of the Companies Act,Â 2013.

In accordance with Section 178 of the Companies Act, 2013, the Board of Directors has formulated theÂ Nomination and Remuneration Policy of the Company.

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

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

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	09 April, 2024	Â
2.	14 June, 2024	Chairman & all other members
3.	28 June, 2024	were present
4.	05 July, 2024	Â

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

The scope and function of the Committee and its terms of reference shall include the following:

A. Â Â Â Tenure:Â The Nomination and RemunerationÂ Committee shall continue to function as aÂ committee of the Board until otherwise resolved byÂ the Board.

B. Â Â Â Meetings:Â The committee shall meet as and whenÂ the need arises for a review of ManagerialÂ Remuneration. The quorum for the meeting shallÂ be one-third of the total strength of the committeeÂ or two members, whichever is higher but thereÂ shall be the presence of at least one IndependentÂ Director at each meeting. The Chairperson of theÂ nomination and remuneration committee may beÂ present at the annual general meeting, to answerÂ the shareholders' queries; however, it shall be upÂ to the chairperson to decide who shall answer theÂ queries.

C. Â Â Â Role of Terms of Reference:

- Â Â Â Identify persons who are qualified to becomeÂ directors and may be appointed in seniorÂ management in accordance with the criteriaÂ laid down, recommend to the Board theirÂ appointment and removal, and evaluate everyÂ director's performance;

- Â Â Â Formulate the criteria for determining theÂ qualifications, positive attributes, andÂ independence of a director and recommendÂ to the Board a policy relating to theÂ remuneration for directors, KMPs, and otherÂ employees;

- Â Â Â FormulationÂ Â Â Â of criteria for evaluation of

performance of independent directors and the board of directors;

- Â Â Â Devising a policy on diversity of the board ofÂ directors;

- Â Â Â Whether to extend or continue the term of

appointment Â Â Â of the independent director,

based on Â Â Â the report of performance

evaluation of independent directors;

- Â Â Â Determine our Company's policy on specific

remuneration package for the Managing Director /Â Â Â Â Executive Director including

pension rights;

- Â Â Â Decide theÂ Â Â Â salary, allowances, perquisites,

bonuses, notice period, severance fees and increment of Executive Directors;

- Â Â Â Define and implement the PerformanceÂ Linked Incentive Scheme (including ESOP of

the Company) and evaluate the performance and determine the amount of incentive of theÂ Executive Directors for that purpose;

- Â Â Â Decide the amount of Commission payable toÂ the Whole-Time Directors;

- Â Â Â Review and suggest revision of the totalÂ remuneration package of the ExecutiveÂ Directors keeping in view the performance ofÂ the Company, standards prevailing in theÂ industry, statutory guidelines etc.; and

- Â Â Â To formulate and administer the EmployeeÂ Stock Option Scheme.

Corporate Social Responsibility (CSR) Committee:

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

As on 31 March 2025, the composition of members of the Committee and their details are mentioned below:

Name Designation		Nature of
Â		Directorship
Mr. Brij Kishore Chairman & Chairman Goyal Managing Director Mr. Gopal Goyal Member Whole Time Director Non-Executive Mr. Mohit Member Independent Bhandari Director Number of Meetings held and attendance records: The CSR Committee met One (1) time during the financial year, and the details of the meeting are asÂ follows:
Sr. Date of No Meeting	Attendance of Chairman/Members
20 March . 2025	Chairman & all other members were present

The scope and function of the Committee and its terms of reference shall include the following:

â¢ Â Â Â To formulate and recommend to the Board aÂ Corporate Social Responsibility Policy which shallÂ indicate the activities to be undertaken by theÂ company as specified in Schedule VII of theÂ Companies Act, 2013.

^â¢Â Â Â Â To recommend the amount of expenditure to beÂ incurred on the CSR activities as per theÂ provisions of the Companies Act, 2013, and theÂ CSR Rules.

â¢ Â Â Â To monitor the Corporate Social ResponsibilityÂ Policy of the company from time to time andÂ institute a transparent monitoring, mechanismÂ for the implementation of the CSR projects,Â programs, and activities undertaken by theÂ Company.

â¢ Â Â Â To review and approve annual budgets andÂ project-wise outlays with respect to the CSRÂ activities pursuant to the approval of the Board.

^â¢Â Â Â Â To review and recommend the Annual CSR reportÂ for the Board's approval and for public disclosureÂ as per regulatory requirements.

â¢ Â Â Â To ensure compliance with the applicableÂ disclosure requirements relating to the CSRÂ activities pursuant to the Companies Act, 2013Â and the rules made thereunder.

^â¢Â Â Â Â To periodically update the Board on the status ofÂ the CSR activities including the expenditureÂ incurred and accomplishments.

â¢ Â Â Â To review and reassess the adequacy of the CSRÂ Policy and propose any modifications/Â amendments for the Board's approval as andÂ when required.

â¢ Â Â Â To formulate and monitor the CSR Plan,Â evaluation methodology, documentation, andÂ institutionalization of the CSR activities.

^â¢Â Â Â Â To carry out any other function as is mandatedÂ by the Board from time to time and/or enforcedÂ by any statutory notification, amendment, orÂ modification as may be applicable.

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

21. MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Section 173 read with Schedule IV of the Companies Act, 2013, and other applicable provisions,Â a separate meeting of Independent Directors withoutÂ the attendance of Non-Independent Directors wasÂ held on 20 March 2025 to discuss the agenda items asÂ required under the Companies Act, 2013 andÂ Securities and Exchange Board of India (ListingÂ Obligations and Disclosure Requirements) Regulations,Â 2015.

The Independent Directors reviewed the performance of non-independent directors and the Board as whole,Â reviewed the performance of the Chairman of theÂ Company taking into account the views of executiveÂ and non-executive directors and assessed the quality,Â quantity and timeliness flow of information betweenÂ the Company Management and the Board that isÂ necessary for the Board to effectively and reasonablyÂ perform their duties. The Independent DirectorsÂ expressed their satisfaction with overall functioningÂ and implementations of their suggestions.

22. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of your Company met 22 (Twenty Two) times during the financial year 2024-25Â and the details of which are as follows:

S.	Date of Board	Â	Â
No	Meeting	Mode of Meeting
1	09 April 2024	Â	Â
2	15 April 2024	Â	Â
3	02 May 2024	Â	Â
4	03 June 2024	Â	Â
5	14 June 2024	Â	Â
6	28 June 2024	Â	Â
7	05 July 2024	Â	Â
8	02 August 2024	Â	Â
9	27 August 2024	Â	Â
10	30 August 2024	Physical meetings at
11	23 September 2024	the registered office
12	07 November 2024	of the Company
13	28 November 2024	situated at Indore.
14	30 December 2024	Â	Â
15	01 January 2025	Â	Â
16	06 January 2025	Â	Â
17	10 January 2025	Â	Â
18	10 January 2025*	Â	Â
19	29 January 2025	Â	Â
20	03 February 2025	Â	Â
21	18 February 2025	Â	Â
22	20 March 2025	Â	Â
*Two separate Board Meetings		were held on 10 January
2025 at different times.		Â	Â
Â	No. of Board Meetings		Attendanc
Name of attended			e at the
thp		Â	last AGM
Â	Held/Entitle	Attende	Â
Director(s)		d	held on 26
Â	Â	Â	June 2024
Mr.	Brij	Â	Â
Kishore	22	22	Yes
Goyal	Â	Â	Â
Mr. Gopal		22	Yes
Goyal	Â	Â	Â
Mr.	Â	Â	Â
Rajend	^raÂ 22	20	Yes
Kumar	Â	Â	Â
Goyal	Â	Â	Â
Mr. Mohit		1Â A	Vor
BhandariÂ ²²		14	Yes
Mrs.	Â	Â	Â
Khushboo 22		14	Yes
Patodi	Â	Â	Â
Mr. Kamal		Â	Â
Kumar	6	4	Yes
Kasturi	Â	Â	Â
Mr.	Yash	Â	Â
Â	Â	20	Yes
Goyal	Â	Â	Â
Mr. Utpal		18	Yes
Goyal	Â	Â	Â
Mr.	Brij 17	11	Yes

Mohan

Maheshwar

Mr.

Ravindra

Karoda

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

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

23. Â Â Â SECRETARIAL STANDARDS:

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

24. Â Â Â GENERAL MEETINGS AND POSTAL BALLOT:

The 19^thÂ Annual General Meeting (AGM) of the Company was held on Wednesday, 26^thÂ day of JuneÂ 2024 at 01.00 PM IST. All the filings and requirementsÂ were made within the due timelines with respect toÂ the 19^thÂ AGM.

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

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

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

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

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

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

!5. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies

Act, 2013, the Directors hereby confirm that:

(a) Â Â Â In the preparation of the annual accounts for theÂ financial year ended 31 March 2025, theÂ applicable accounting standards and Schedule IIIÂ of the Companies Act, 2013, have been followedÂ and there are no material departures from theÂ same;

(b) Â Â Â The Directors have selected such accountingÂ policies and applied them consistently and madeÂ judgments and estimates that are reasonable andÂ prudent so as to give a true and fair view of theÂ state of affairs of your Company as at 31 MarchÂ 2025 and of the profit and loss of the CompanyÂ for the financial year ended 31 March 2025;

(c) Â Â Â The Directors have taken proper and sufficientÂ care for the maintenance of adequate accountingÂ records in accordance with the provisions of theÂ Act for safeguarding the assets of the CompanyÂ and for preventing and detecting fraud and otherÂ irregularities;

(d) Â Â Â The annual accounts have been prepared on aÂ 'going concern' basis;

(e) Â Â Â The Directors have laid down internal financialÂ controls to be followed by the Company and thatÂ such internal financial controls are adequate andÂ were operating effectively;

(f) Â Â Â The Directors have devised proper systems toÂ ensure compliance with the provisions of allÂ applicable laws and that such systems areÂ adequate and operating effectively.

26. Â Â Â EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31 March 2025 is available on the Company's website and canÂ be accessed atÂ www.brginfra.com.

27. Â Â Â LOANS AND INVESTMENTS:

The Company has disclosed the full particulars of the loans given, investments made or guarantees given orÂ security provided as required under section 186 of theÂ Companies Act, 2013, Regulation 34(3) and Schedule VÂ of the SEBI (Listing Obligations & DisclosureÂ Requirements) Regulations, 2015 in Notes formingÂ part of the financial statements.

28. Â Â Â RELATED PARTY TRANSACTIONS:

During the financial year 2024-25, all transactions with the Related Parties as defined under Section 2(76) ofÂ the Companies Act, 2013 read with CompaniesÂ (Specification of Definitions Details) Rules, 2014 andÂ Regulation 23 of the Securities Exchange Board ofÂ India (ListingÂ Â Â Â ObligationsÂ Â Â Â and Disclosure

Requirements) Regulations, 2015 were entered in the ordinary course of business and on an arm's lengthÂ basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. TheÂ Audit Committee has approved all related partyÂ transactions for FY 2024-25 and estimated transactionsÂ for FY 2025-26.

There were no materially significant related party transactions that may conflict with the interest of theÂ Company.

The Policy on materiality of related party transactions and dealing with related party transactions asÂ approved by the Board of Directors may be accessedÂ on the Company's website atÂ www.brginfra.com.Â Disclosures on related party transactions are set out inÂ the Notes to the Financial Statements forming part ofÂ this Annual Report.

The disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 inÂ the Form AOC-2 is set out herewith asÂ ANNEXURE-CÂ and forms an integral part to this Report.

29. Â Â Â INSURANCE:

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

30. Â Â Â RISK MANAGEMENT:

The Company manages and monitors on the principal risks and uncertainties that can impact its ability toÂ achieve its objectives. At present the company has notÂ identified any element of risk which may threaten theÂ existence of the company. Discussion on risks andÂ concerns are covered in the Management DiscussionÂ and Analysis Report, which forms part of this AnnualÂ Report.

31. Â Â Â VIGIL MECHANISM AND WHISTLE BLOWERÂ POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with theÂ provisions of Section 177 (10) of the Companies Act,Â 2013 and the SEBI (Listing Obligations and DisclosureÂ Requirements) Regulations, 2015. The policy providesÂ for a framework and process whereby concerns can beÂ raised by its employees against any kind ofÂ discrimination, harassment, victimization or any otherÂ unfair practice being adopted against them.

During the year under review, no grievances received by the Company. The policy is also available on theÂ website of the CompanyÂ www.brginfra.com.

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

The Company has not issued any shares with differential rights and hence no information as perÂ provisions of Section 43(a)(ii) of the Act read withÂ Rule 4(4) of the Companies (Share Capital andÂ Debenture) Rules, 2014 is furnished.

b) Â Â Â DisclosureÂ Â Â Â UnderÂ Â Â Â SectionÂ Â Â Â 54(1)(d)Â Â Â Â ofÂ Â Â Â the

Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence noÂ information as per provisions of Section 54(1)(d) ofÂ the Act read with Rule 8(13) of the CompaniesÂ (Share Capital and Debenture) Rules, 2014 isÂ furnished.

c) Â Â Â DisclosureÂ Â Â Â UnderÂ Â Â Â SectionÂ Â Â Â 62(1)(b)Â Â Â Â ofÂ Â Â Â the

Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the yearÂ under review.

d) Â Â Â Disclosure Under Section 67(3) of theÂ Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights inÂ respect of shares purchased directly by employeesÂ under a scheme pursuant to Section 67(3) of the

Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

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

33. CORPORATE SOCIAL RESPONSIBILITY:

Your Company has constituted the Corporate Social Responsibility (CSR) Committee as per theÂ requirements of the Section 135 of the Companies Act,Â 2013 read with the Companies (Corporate SocialÂ Responsibility Policy) Rules, 2014 as amended fromÂ time to time. As on 31 March 2025, Mr. Brij KishoreÂ Goyal is the Chairman of the Committee and otherÂ members namely Mr. Gopal Goyal and Mr. MohitÂ Bhandari are the members of said Committee. TheÂ Committee has framed the Corporate SocialÂ Responsibility Policy for the Company. The philosophyÂ for CSR activity of the Company is mainly focused inÂ the various areas of rural infrastructure development,Â social upliftment, education, promotion of healthcareÂ and sanitation, ensuring environmental sustainabilityÂ and promoting rural sports.

On account of profits and turnover in the previous financial year ended 31 March 2024, the Company hasÂ a CSR obligation. The calculation of CSR obligation forÂ the financial year ended 31 March 2025, is belowÂ mentioned:

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

The Company gives preference to the local area for spending the amounts earmarked for CSR activities.Â During the year, the Company spent INR 29.00 Lakh inÂ the CSR Activities, the details of which is provided inÂ the CSR Report.

The Annual Report on the CSR activities is atÂ Annexure-DÂ to this Report.

34. AUDITORS AND AUDITORS' REPORT:Statutory Auditors:

At the Annual General Meeting held in the year 2022, M/s. LVA & Associates, Chartered AccountantsÂ (formerly known as Lopa Verma & Associates,Â Chartered Accountants)Â were appointed as statutoryÂ auditors of the Company to hold office till theÂ conclusion of the Annual General Meeting to be heldÂ in the calendar year 2027.

However, during the year under review, M/s LVA & Associates, Chartered Accountants (FRN: 325977E),Â had tendered their resignation from the office ofÂ Statutory Auditors of the Company with effect from 29Â January 2025 on account of the firm's ineligibility toÂ continue as Statutory Auditors, as the firm had notÂ undergone the mandatory peer review in accordanceÂ with Regulation 33 of the SEBI (Listing Obligations andÂ Disclosure Requirements) Regulations, 2015.

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

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

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

Internal Auditor:

The Company had appointed M/s Aman Jindal & Co., Chartered Accountants as an Internal Auditor of theÂ Company at their meeting held on 09 April 2024 forÂ the period of financial year ended 31 March 2025.

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

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the CompaniesÂ (Appointment and Remuneration of ManagerialÂ Personnel) Rules, 2014, the Company had appointedÂ Mr. Ankit Joshi, Practicing Company Secretary toÂ conduct a Secretarial Audit for the year 2024-25 atÂ their meeting held on 09 April 2024. The SecretarialÂ Audit Report for the year ended 31 March 2025 isÂ annexed herewith asÂ Annexure-EÂ to this Board'sÂ Report.

The said Secretarial Audit Report contains following observations:

â¢ Â Â Â Whereas as per Regulation 30 read with ScheduleÂ III of the SEBI (Listing Obligations and DisclosureÂ Requirements) Regulations, 2015, the companyÂ was required to disclose the revision in its creditÂ rating within 24 hours of receipt of the report fromÂ the Credit Rating Agencies. However, at the twoÂ occasions the reporting was done after theÂ prescribed timeline:

1. Â Â Â The credit ratings received from CARE RatingsÂ Limited (CARE) on February 20, 2025, andÂ February 28, 2025, were disclosed only onÂ March 6, 2025, resulting in a delay inÂ reporting.

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

â¢ Â Â Â It has been observed that a discrepancy was raisedÂ by BSE Limited regarding the submission of theÂ company's financial statements in XBRL mode forÂ the half year ended 30^thÂ September 2024 whichÂ was subsequently rectified and revised by theÂ company.

â¢ Â Â Â It has been observed that a discrepancy was raisedÂ by BSE Limited regarding the submission of theÂ company's shareholding pattern for the half yearÂ ended 31^stÂ March 2025, which was subsequentlyÂ rectified and revised by the company.

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

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

Pursuant to SEBI Listing Regulations, the Company is required to appoint Secretarial Auditor for a term ofÂ five consecutive financial years. In view this, theÂ Directors recommend the appointment of Mr. AnkitÂ Joshi, Practicing Company Secretary to undertakeÂ Secretarial Audit of the Company for a term of fiveÂ consecutive financial years i.e. 2025-26 to 2029-30 atÂ the ensuing 20^thÂ Annual General Meeting.

Cost Auditor:

The Company has maintained cost accounts and records as specified by the Central Government underÂ sub-section (1) of Section 148 of the Companies Act,Â 2013. M/s Dhananjay V. Joshi & Associates, CostÂ Accountants (FRN.: 000030) have carried out the costÂ audit during the financial year 2024-25. The reportÂ does not contain any qualification, reservation orÂ adverse remark.

The Board, on the recommendation of the Audit Committee, has re-appointed M/s Dhananjay V. JoshiÂ & Associates, as Cost Auditors of the Company forÂ conducting the audit of cost records for the financialÂ year 2024-25 under Section 148 of the Act read withÂ the Companies (Audit and Auditors) Rules, 2014 in itsÂ meeting dated 09 April 2024 for the financial yearÂ 2024-25.

35. EXPLANATION ON AUDITORS REPORT:

Statutory Auditor

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

Secretarial Auditor

In accordance with the observations outlined in the Secretarial Auditor's Report, the management herebyÂ submits the following detailed comments andÂ explanations:

1. Â Â Â The credit ratings received from CARE RatingsÂ Limited (CARE) on February 20, 2025, andÂ February 28, 2025, were disclosed only onÂ March 6, 2025, resulting in a delay inÂ reporting.

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

Management Comments:Â The Company acknowledges the delay in the disclosure ofÂ credit rating revisions received from CAREÂ Ratings Limited on 20 February 2025, and 28Â February 2025, and from India Ratings &Â Research Private Limited on 25 March 2025. TheÂ delayed disclosure was inadvertent and occurredÂ due to an internal oversight in the complianceÂ tracking mechanism. The Company has sinceÂ reviewed and strengthened its internal processesÂ to ensure timely and accurate disclosures inÂ compliance with Regulation 30 of SEBI (LODR)Â Regulations, 2015. The management has beenÂ sensitized and appropriate systems have beenÂ put in place to avoid recurrence of such delays inÂ the future.

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

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

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

Management Comments:Â The Company acknowledges the above observation and hasÂ taken note of the procedural requirements underÂ the Companies Act, 2013. While the initialÂ compounding application under Section 441 wasÂ made in good faith, the Company understandsÂ that the matter was adjudicable under SectionÂ 450, based on the professional advice receivedÂ from a legal consultant. Accordingly, a revisedÂ application was suo moto filed under theÂ appropriate provisions and has since beenÂ approved by the Registrar of Companies. TheÂ Company is committed to ensuring strictÂ compliance with all statutory provisions movingÂ forward and will take necessary steps to avoidÂ such procedural lapses in the future.

Management Comments:Â The delay was unintentional and resulted from an internalÂ communication lapse. The Company has takenÂ necessary measures to streamline its compliance

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

36. Â Â Â FRAUDS REPORTED BY AUDITORS:

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

37. CONSERVATION Â Â Â OFÂ Â Â Â ENERGY, TECHNOLOGYABSORPTION Â Â Â AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings andÂ outgo, as required to be disclosed under the ActÂ pursuant to Section 134(3)(m) of the Companies Act,Â 2013 read with the Rule 8(3) of the CompaniesÂ (Accounts) Rules, 2014 is given as anÂ ANNEXURE-FÂ toÂ this Report.

38. Â Â Â INTERNAL FINANCIAL CONTROLS:

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

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

39. Â Â Â DISCLOSURES AS PER THE SEXUAL HARASSMENTÂ OF WOMEN AT WORKPLACE (PREVENTION,Â PROHIBITION AND REDRESSAL) ACT, 2013:

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

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with RuleÂ 8Â of theÂ Companies (Accounts) Rules, 2014, required disclosureÂ is given below:

The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women atÂ Workplace (Prevention, Prohibition and Redressal) Act,Â 2013 and also has a policy and framework forÂ employees to report sexual harassment cases at

workplace and its process ensures complete anonymity and confidentiality of information.Â Workshops and awareness programmes against sexualÂ harassment are conducted across the organization.

Details of complaints at the opening of, filed and resolved during, and pending at the end of, theÂ financial year are as under:

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

40. Â Â Â COMPLIANCE UNDER THE MATERNITY BENEFITÂ ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. AllÂ eligible women employees have been granted theÂ benefits as prescribed under the Act, includingÂ maternity leave and other related entitlements. TheÂ Company remains committed to fostering a supportiveÂ and inclusive work environment, particularly forÂ working mothers, and continues to uphold itsÂ responsibility towards gender equity in the workplace.

41. Â Â Â CORPORATE GOVERNANCE REPORT:

Your Company is committed to upholding the highest standards of corporate governance, ensuringÂ compliance with the principles of good governance,Â and maintaining a robust framework that promotesÂ transparency, accountability, and integrity in all ourÂ operations. Our commitment to these principlesÂ reinforces our dedication to acting in the best interestÂ of our stakeholders. In accordance with RegulationÂ 15(2) of the SEBI (Listing Obligations and DisclosureÂ Requirements) Regulations, 2015, the compliance withÂ the corporate governance provisions as specified inÂ Regulations 17 to 27 and clauses (b) to (i) of subregulation (2) of Regulation 46, as well as Para C, D,Â and E of Schedule V, is not applicable to listed entitiesÂ that have their specified securities listed on the SMEÂ Platform of the Stock Exchanges.

Therefore, the requirement to file Corporate Governance Report with the Stock Exchange does notÂ apply to the Company for the financial year 2024-25.Â Since the Company's securities are listed on SMEÂ Platform of BSE, Regulations 17 to 27 and clauses (b)

to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are notÂ applicable to the Company.

Hence, Report on the Corporate Governance does not form part of this Board's Report.

42. Â Â Â MANAGEMENT DISCUSSION AND ANALYSISÂ REPORT:

In accordance with Regulation 34 of the Securities Exchange Board of India (Listing Obligations andÂ Disclosure Requirement) Regulations, 2015 ("ListingÂ Regulations") the Management Discussion andÂ Analysis (MD&A) Report of the Company for the yearÂ under review is presented in a separate sectionÂ forming the part of the Annual Report is attached hereÂ with asÂ Annexure-GÂ and forms part of this Report.

43. Â Â Â SIGNIFICANT/MATERIAL ORDERS PASSED BY THEÂ REGULATORS:

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

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

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

Except as stated above, there have been no other material or significant orders passed by any regulators,Â courts, or tribunals which may impact the goingÂ concern status of the Company or its futureÂ operations.

44. Â Â Â OTHER DISCLOSURES:

â¢ Â Â Â During the financial year 2024-25, the CompanyÂ does not have any scheme or provision of moneyÂ for the purchase of its own shares by employeesÂ or by trustees for the benefit of employees.

â¢ Â Â Â During the financial year 2024-25, no applicationÂ was made, or any proceeding is pending underÂ the Insolvency and Bankruptcy Code, 2016.

â¢ Â Â Â During the financial year 2024-25, your CompanyÂ has not entered any One-Time Settlement withÂ banks or financial institutions.

â¢ Â Â Â The Company has not issued any debenturesÂ during the financial year 2024-25.

45. Â Â Â WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional websiteÂ namelyÂ www.brginfra.comÂ containing basicÂ information about the Company. The website of theÂ Company is also containing information like Policies,Â Financial Results, Annual Reports and information ofÂ the designated officials of the Company who areÂ responsible for assisting and handling investorÂ grievances for the benefit of all stakeholders of theÂ Company, etc.

46. Â Â Â CAUTIONARY STATEMENT:

This report contains forward - looking statements based on the perceptions of the Company and theÂ data and information available with the company. TheÂ company does not and cannot guarantee the accuracyÂ of various assumptions underlying such statementsÂ and they reflect Company's current views of the futureÂ events and are subject to risks and uncertainties. ManyÂ factors like change in general economic conditions,Â amongst others, could cause actual results to beÂ materially different.

47. ACKNOWLEDGEMENT:

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

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

Mar 31, 2024

Your Directors have the privilege to present the Nineteenth (19^th) Annual Report of your Company, B.R.Goyal
Infrastructure Limited, a leading Infrastructure and Construction Company in India together with the Audited
Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS:

The Company''s financial performance for the financial year ended March 31, 2024, along with that of the previous
financial year ended March 31, 2023, is summarized below:

Amount in INR Lacs

	Standalone		Consolidated
Particulars	Current Year	Previous Year	Current Year	Previous Year
	(2023-24)	(2022-23)	(2023-24)	(2022-23
Total Revenues	58620.40	35119.17	59619.20	35329.74
Profit/ (Loss) for the year before providing for Depreciation and Finance Costs and exceptional items	3985.92	3260.71	3988.87	3378.07
Less: Finance Cost	649.66	679.01	649.66	679.01
Less: Depreciation	473.91	473.85	473.91	473.85
Profit/ (Loss) before Exceptional/ Extraordinary items	2862.35	2107.85	2865.30	2225.21
Less: Exceptional Income/ Extraordinary items	...	â	â	â
Profit before Tax	2862.35	2107.85	2865.30	2225.21
Less: Tax Expenses	641.33	492.16	642.16	494.17
Less: Deferred Tax	34.23	(2.47)	34.23	(2.47)
Profit/ (Loss) after tax	2186.79	1618.15	2188.91	1733.51

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

2. STATE OF COMPANY''S AFFAIRS AND FINANCIAL PERFORMANCE:

Standalone:

During the financial year ended March 31, 2024, the Company''s operations resulted in total revenues of INR
58620.40 Lac as against to INR 35119.17 Lac in the previous year. The Profit before Finance Cost, Depreciation and
exceptional items amounted to INR 3985.92 Lac as against profit of INR 3260.71 Lac in the previous year. The Net
Profit after tax for the year ended after considering exceptional and extraordinary items amounted to INR 2186.79
Lac as against profit of INR 1618.15 Lac in the previous year.

Consolidated:

During the financial year ended March 31, 2024, the Company''s operations resulted in total revenues of INR
59619.20 Lac as against INR 35329.74 Lac for the previous year. The Profit before Finance Cost, Depreciation and
exceptional items amounted to INR 3988.87 Lac as against profit of INR 3378.07 Lac in the previous year. The Net
Profit for the year ended after considering exceptional and extraordinary items amounted to INR 2188.91 Lac as
against Profit of INR 1733.51 Lac in the previous year.

3. CHANGE IN NATURE OF BUSINESS. IF ANY:

During the financial year 2023-24, the Company has not changed its nature of business. The Company is engaged in
the business of Construction and allied activities and Wind Power Generation.

4. DIVIDEND:

With a view to conserve the financial resources, yours Directors have considered it financially prudent in the long
term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve
base, therefore no Dividend has been recommended by the Board on the Equity Shares of the Company for the
financial year 2023-24.

5. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to the general reserve due to
conservation of profits.

6. SHARE CAPITAL:

As on March 31, 2024, the Share Capital structure of the Company stands as under:

Particulars	Numbers in actual	Amount in INR
Authorized Share Capital
Equity Shares of Rs. 10/- each	1,30,00,000	13,00,00,000
Total	1,30,00,000	13,00,00,000
issued. Subscribed and Paid-up Share Capital
Equity Shares of Rs. 10/- each	86,96,352	8,69,63,520
Total	86,96,352	8,69,63,520

During the year under review, the Company has not issued any 5hares with or without differential rights or
Debentures or any other securities by way of public offer, Private Placement, Preferential allotment, Rights issue,
Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manners.

During the financial year 2024-25, the Board of Directors of the Company has approved the issue of Bonus shares at
their meeting held on June 14, 2024 of 86,96,352 equity shares having face value of INR 10/- per share fully paid up
to the Members of the Company in the proportion of 1 (One) new fully paid-up equity share of INR 10/- each for
every 1 (One) existing fully paid-up equity share of INR 10/- each held by them (i.e., in the ratio of 1:1) considering
the record date to be fixed in the ensuing Annual General Meeting for allotment of the said bonus shares.

7. SEGMENT WISE PERFORMANCE:

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

8. SUBSIDIARIES. JOINT VENTURES & ASSOCIATES:

As on March 31, 2024, your Company has following Subsidiaries, the details of which are as follows:

Sr.

No.

Name & Address of the Company

cin/uw

% of the Shares
held

Applicable

Section

BR-DSR Lateri Shamshabad Private
Limited

India

U45203MP2022PTC061383

51.00

2(87)

B R Goyal Tollways Private Limited
India

U45309MP2021PTC056731

99.99

2(87)

As on March 31, 2024, your Company has following Joint Ventures, the details of which are as follows:

Sr.

No.

Name & Address of the Company

CIN/UIN/LLPIN

% of Capital
Contribution

Applicable Section

BRGIL LLP
India

AAY-8148

33.34

2(87)

BRGIPL JV KTIL LLP
India

AAM-4723

69.99

2(87)

During the year ended March 31, 2024, no Company became/ceased to be a subsidiary or joint venture or associate
Company of your Company.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing the salient
features of the Company''s subsidiaries in Form AOC-1 as "Annexure - [A]" is attached to the financial statement of
the Company.

9. PUBLIC DEPOSITS:

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

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated January 22, 2019, amending the Companies
(Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC)
requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as
deposits.

The Company has already complied with this requirement within the prescribed timelines.

The Company has received declarations from its directors and its relatives that all the Loans extended/to be
extended by them to the Company, are their owned funds only and not borrowed from any person or entity.

10. BONUS ISSUE:

11. PROPOSAL FOR INITIAL PUBLIC OFFERING (IPO):

In line with our growth strategy and to support our future expansion plans, the Board of Directors at their meeting
held on June 14, 2024 has proposed to initiate an Initial Public Offering (IPO) of the Company. The Company has
proposed to issue fresh equity shares upto INR 100/- Crore and to enlist such shares on the recognized stock
exchange (including SME platform). The proceeds from the IPO will be utilized for:

â¢ Expansion of Operations: Establishing new manufacturing units to enhance our market presence.

â¢ Research and Development: Investing in R&D to innovate and improve our product/service offerings.

â¢ Repayment of Debt: Reducing the Company''s debt obligations to strengthen the balance sheet.

â¢ Working Capital Requirements: Supporting day-to-day business operations and managing capital for growth
opportunities.

â¢ General Corporate Purposes: Any other corporate purpose as approved by the Board.

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

During the year under review, there are no material changes or commitments which has affected 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 the report.

During the financial year 2024-25, in line with the growth strategy and to support our future expansion plans, the
Board of Directors at their meeting held on June 14, 2024 has proposed to initiate an Initial Public Offering (IPO) of
the Company. The Company has proposed to issue fresh equity shares up to INR 100/- Crore and to enlist such
shares on the recognized stock exchange (including SME platform).

13. INDUSTRIAL RELATIONS:

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

14. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT OF THE COMPANY:

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

Nomination and Remuneration Policy of the Company:

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has,
inter alia, the following responsibilities:

â¢ Formulate the criteria for appointment as a Director:

The Committee shall formulate broad guidelines and parameters required to be fulfilled for becoming a Director of
the Company and review the same ongoing basis. The broad parameters are qualifications, skills, expertise,
interpersonal qualities, positive attributes, experience, social standing, and etc. factors.

â¢ Identify persons who are qualified to be Directors:

The Committee shall identify people who are qualified to become Directors and who satisfy the criteria laid down.
The process of identification shall include ascertaining, meeting, screening and reviewing candidates for
appointment as Directors, whether Independent, Non-Executive or Executive.

â¢ Nominate candidates for Directorships subject to the approval of Board:

The Committee recommends to the Board the appointment of potential candidates as Non- Executive Director or
Independent Director or Executive Director, as the case may be.

â¢ Approve the candidates required for senior management positions:

The Committee shall lay down criteria qualifications, skills, expertise and qualities required for senior management
positions like Managing Director & CEO, CFO and Company Secretary and members of the Management Committee
of the Company.

â¢ Evaluate the performance of the Board:

The Committee shall determine a process for evaluating the performance of every Director, Committees of the
Board and the Board. The Committee may seek the support and guidance of external experts and agencies for this
purpose as may be required.

â¢ Evaluate the performance of the Managing Director or Whole-time Director and determine their
compensation:

The Committee shall evaluate the performance of the Managing Director or Whole-time Director by setting their
Key Performance Objectives at the beginning of each financial year. The Committee shall also approve their
compensation package(s) in accordance with applicable laws, in line with the Company''s objectives, shareholders''
interests, comparable with industry standards and in commensurate with the role and responsibilities.

â¢ Review performance and compensation of senior management:

The Committee shall review the performance of the senior management of the Company. The Committee shall
ensure that the remuneration to the Key Managerial Persons and Senior Management involves a balance between

fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the
Company, roles and responsibilities, functional areas, industry standards etc. factors.

15. PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended
March 31, 2024.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2024, The Board of Directors of the Company comprises of following Eight (8) Directors:

S. No	Name	DIN	Date of Appointment
1	Mr. Brij Kishore Goyal	00012185	01/04/2005
2	Mr. Gopal Goyal	00012164	01/04/2005
3	Mr. Rajendra Kumar Goyal	00012150	01/04/2005
4	Mr. Yash Goyal	08216033	16/10/2023
5	Mr. Uppal Goyal	08215995	16/10/2023
6	Mr. Mohit Bhandari	08139828	29/06/2019
7	Mrs. Khushboo Patodi	08984343	30/12/2020
8	Mr. Kamal Kumar Kasturi	01566363	01/12/2023

Appointments:

During the financial year ended March 31, 2024, Mr. Yash Goyal (DIN: 08216033) and Mr. Uppal Goyal (DIN:
08215995) were appointed as Additional Directors (Executive and Promoter) of the Company by the Board at their
meeting held on October 16, 2023. The Board recommended their appointment to the Shareholders as the
Directors (Executive and Promoter) at the ensuing 19^th Annual General Meeting to be held on June 26, 2024.

Furthermore, Mr. Kamal Kumar Kasturi (DIN: 01566363) was appointed as an Additional Independent Director of
the Company by the Board at their meeting held on December 01, 2023 with effect from that day subject to
Shareholders'' approval at the ensuing 19^th Annual General Meeting and who shall hold office upto the date of
ensuing Annual General Meeting of the Company and in respect of whom the Company has received notice in
writing from the Member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of
an Independent Director.

The Board hereby recommends his appointment as an Independent Director for a period of 5 consecutive years
with effect from December 01, 2023 till November 30, 2028 (both days inclusive), not liable to retire by rotation. In
the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for
appointment as an Independent Director of the Company. It is also to be noted that he is not disqualified from
being appointed as Directors in terms of section 164 of the Act and has also given his consent to act as an
Independent Director. He is not debarred from holding the office of a Director by virtue of any SEBI order or any
other Authority.

A brief resume and other relevant details of the Directors proposed to be appointed / re-appointed are given in the
Annexure to the Notice convening the AGM.

Re-appointments:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Rajendra Kumar Goyal
(DIN: 00012150) Whole-Time Director of the Company is liable to retire by rotation at the ensuing AGM and being
eligible offered himself for reappointment.

An appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM.

Your directors recommend his re-appointment as a Whole-Time Director of your Company.

Mr. Mohit Bhandari (DIN: 08139828) was appointed as Non-Executive, Independent Director of the Company in
the Annual General Meeting held on September 30, 2019 for a term of five years. His term expires on June 28,
2024. On the recommendation of the Nomination and Remuneration Committee, the Board re-appointed Mr.
Mohit Bhandari (DIN: 08139828) for a period of five years effective from June 29, 2024 to June 28, 2029, subject
to the approval of the members at the ensuing Annual General Meeting. A resolution seeking shareholders''
approval for his re-appointment forms a part of the Notice.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held
on May 01, 2023 has approved the re-appointments of Mr. Brij Kishore Goyal (DIN: 00012185) as a Managing
Director, Mr. Gopal Goyal (DIN: 00012164) and Mr. Rajendra Kumar Goyal (DIN: 00012150) as Whole-Time
Directors of the Company for a further term of five years from May 01, 2023 to April 30, 2028, subject to the
approval of shareholders at the Extra-Ordinary General Meeting of the Company held on May 09, 2023.

Further, Mr. Brij Kishore Goyal (DIN: 00012185) was re-appointed as Managing Director and Mr. Gopal Goyal (DIN:
00012164) and Mr. Rajendra Kumar Goyal (DIN: 00012150) were re-appointed as Whole-Time Directors of the
Company with effect from May 01, 2023 to April 30, 2028.

Resignations/Retirements along with facts of resignation:

No Resignations have been made during the financial year ended on March 31, 2024.

Key Managerial Personnel:

As on March 31, 2024, in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial
Personnels of the Comoanv are as below:

Sr. No.	Name	Designation
1	Brij Kishore Goyal	Chairman & Managing Director
2	Gopal Goyal	Whole-Time Director
3	Rajendra Kumar Goyal	Whole-Time Director
4	Dasharath Tomar	Chief Financial Officer

During the financial year 2023-24, Ms. Sheetal Meena, Company Secretary of the Company has resigned from her
post with effect from the closing of the business hours on October 30, 2023, due to some personal reasons.

Annual Evaluation of Board''s Performance:

In terms of the requirement of the Companies Act, 2013, an annual performance evaluation of the Board, its
Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board
Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant

to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness,
performance, skills and structure etc. The performance of individual directors was evaluated on the parameters
such as preparation, participation, conduct, independent judgment and effectiveness. The performance evaluation
of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the
Directors being evaluated had not participated.

Declaration of Independence:

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate
Affairs ("IICA").

Pecuniary relationship

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

17. COMMITTEES OF THE BOARD:

As on March 31, 2024, the Board has following committees:

a. Audit Committee;

b. Nomination and Remuneration Committee; and

c. Corporate Social Responsibility Committee.

Audit Committee

As on March 31, 2024, the composition of Audit Committee is as follows:

Name		Designation	Nature of Directorship
	Mr. Mohit Bhandari	Chairman	Non-Executive & Independent Director
	Mrs. Khushboo Patodi	Member	Non-Executive & Independent Director
Mr. Brij Kishore Goyal		Member	Managing Director

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

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

Name	Designation	Nature of Directorship
Mr. Mohit Bhandari	Chairman	Non-Executive & Independent Director
Mrs. Khushboo Patodi	Member	Non-Executive & Independent Director
Mr. Brij Kishore Goyal	Member	Managing Director

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

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	April 10, 2023	Chairman & all other members were present
2.	August 01, 2023
3.	November 15, 2023
4.	January 16, 2024

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

Nomination and Remuneration Committee

As on March 31, 2024, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Mohit Bhandari	Chairman	Non-Executive & Independent Director
Mrs. Khushboo Patodi	Member	Non-Executive & Independent Director
Mr. Brij Kishore Goyal	Member	Managing Director

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

Name	Designation	Nature of Directorship
Mr. Mohit Bhandari	Chairman	Non-Executive & Independent Director
Mrs. Khushboo Patodi	Member	Non-Executive & Independent Director
Mr. Brij Kishore Goyal	Member	Managing Director

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

In accordance with Section 178 of the Companies Act, 2013, the Board of Directors has formulated the Nomination
and Remuneration Policy of the Company.

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

The Nomination and Remuneration Committee met Three (3) times during the financial year, and the details of the
meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	August 01, 2023	Chairman & all other members were present
2.	October 16, 2023
3.	December 01, 2023

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

18. MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Section 173 read with Schedule IV of the Companies Act, 2013 and other applicable provisions, the
meeting of Independent Directors was held on March 07, 2024 of the Company with following Directors:

Name	Designation	Nature of Directorship
Mr. Mohit Bhandari	Chairman	Non-Executive & Independent Director
Mrs. Khushboo Patodi	Member	Non-Executive & Independent Director
Mr. Kamal Kasturi	Member	Non-Executive & Independent Director

19. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of your Company met 19 (Nineteen) times during the financial year 2023-24 and the details
of which are as follows:

S. No	Date of Board Meeting	Mode of Meeting
1	April 10, 2023
2	May 01, 2023
3	May 17, 2023
4	May 26, 2023
5	July 17, 2023
6	August 01, 2023
7	August 07, 2023
8	September 25, 2023
9	October 08, 2023	Physical meetings at the registered office of the Company situated at Indore.
10	October 16, 2023
11	October 30, 2023
12	November 15, 2023
13	December 01, 2023
14	December 06, 2023
15	December 28, 2023
16	January 05, 2024
17	January 09, 2024
18	January 16, 2024
19	March 07, 2024

Name of the	No. of Board Meetings attended		Attendance at the last AGM
Director(s)	Held/Entitled	Attended	held on September 30, 2023
Mr. Brij Kishore Goyal	19	19	Yes
Mr. Gopal Goyal	19	19	Yes

Mr. Rajendra Kumar Goyal	19	19	Yes
Mr. Mohit Bhandari	19	7	Yes
Mrs. Khushboo Patodi	19	7	Yes
Mr. Kamal Kumar Kasturi	5	2	NA
Mr. Yash Goyal	9	9	NA
Mr. Uppal Goyal	9	9	NA

All the Directors of the Company had attended at least one Board Meeting during the financial year 2023-24.

During the year, the following Extra-Ordinary General Meeting has been held:

(a) The Extra-Ordinary General Meeting of the Company was held on May 09, 2023, for the reappointment of

Mr. Brij Kishore Goyal as the Managing Director, Mr. Gopal Goyal and Mr. Rajendra Kumar as the WholeÂ¬

Time Directors of the Company.

The 18^th Annual General Meeting of the Company was held on September 30, 2023.

The time gap between the two meetings was in accordance with the requirements. All the information required to
be furnished to the Board was made available along with a detailed Agenda.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to
Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute
of the Company Secretaries of India.

20. DIRECTORSâ RESPONSIBILITY STATEMENT:

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

(a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable

accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no
material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your
Company as at March 31, 2024 and of the profit and loss of the Company for the financial year ended March
31, 2024;

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

(d) the annual accounts have been prepared on a ''going concern'' basis;

(e) The Company being unlisted, under sub-clause (e) of section 134(3) of the Companies Act, 2013 about laying
down internal financial controls does not apply to the Company;

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

21. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can be
accessed at www.brginfra.com.

22. RELATED PARTY TRANSACTIONS:

During the financial year 2023-24, all transactions entered with the Related Parties as defined under Section 2(76)
of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 were in the
ordinary course of business and on an arm''s length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit
Committee has approved all related party transactions for FY 2023-24 and estimated transactions for FY 2023-24.

There were no materially significant related party transactions that may conflict with the interest of the Company.

Pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules,
2014, the details of contracts/arrangements/transactions with related parties which could be considered material
are given in "Annexure - [B]â in the Form AOC-2.

23. LOANS AND INVESTMENTS:

Loans, guarantees/securities and investments covered under Section 186 of the Companies Act, 2013 form part of
the notes to the financial statements provided in this Annual Report.

24. RISK MANAGEMENT:

The Company has in place an appropriate risk management system in place for identification and assessment of
risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. During the
financial year 2023-24, there were no major risks identified by the Company which may threaten the existence of
the Company.

25. CORPORATE SOCIAL RESPONSIBILITY:

your Company has constituted the Corporate Social Responsibility (CSR) Committee as per the requirements of the
Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules,
2014 as amended from time to time. As on March 31, 2024, Mr. Brij Kishore Goyal is the Chairman of the
Committee and other members namely Mr. Gopal Goyal and Mr. Mohit Bhandari are the members of said
Committee. The Committee has framed the Corporate Social Responsibility Policy for the Company. The philosophy
for CSR activity of the Company is mainly focused in the various areas of rural infrastructure development, social
upliftment, education, promotion of healthcare and sanitation, ensuring environmental sustainability and
promoting rural sports.

On account of profits and turnover in the previous financial year ended March 31, 2023, the Company has a CSR
obligation. The calculation of CSR obligation for the financial year ended March 31, 2024, is below mentioned:

Net Profit calculated as per Section 198	Amount in INR Lacs
For the FY ended March 2021	730.98
For the FY ended March 2022	899.01
For the FY ended March 2023	2095.33''
Total Net Profits	248.93
Average Net Profits	1241.77
CSR Obligation (2%)	24.84

The Company gives preference to the local area for spending the amounts earmarked for CSR activities. During the
year, the Company spent INR 36.14 Lac in the CSR Activities, the details of which is provided in the CSR Report.

The Annual Report on the CSR activities is at "Annexure - [C]" to this Report.

26. AUDITORS AND AUDITORS'' REPORT:

Statutory Auditors:

At the Annual General Meeting held in the year 2022, M/s. LVA & Associates, Chartered Accountants (formerly
known as Lopo Vermo & Associates, Chartered Accountants) were appointed as statutory auditors of the Company
to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2027.

Further, in terms of Clause 40 of the Companies (Amendment) Act, 2017 which was notified vide Notification dated
S. 0.1833 (E) dated May 07, 2018 and effective from that date, the Proviso of Section 139 (1) relating to ratification
of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the
requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors, M/s. LVA & Associates, Chartered
Accountants has not been provided for the approval of the Shareholders and not formed as a part of Notice of the
19^th AGM of the Company.

Internal Auditor:

The Company had appointed M/s DNS & Co., Chartered Accountants as an Internal Auditor of the Company at their
meeting held on January 16, 2024. Further, M/s DNS & Co. had tendered their resignation from the post of Internal
Auditor w.e.f March 07, 2024, and consequently the Board had appointed M/s Aman Jindal & Co., Chartered
Accountants as an Internal Auditor of the Company at their meeting held on March 07, 2024 for the period of FY
ended March 31, 2024.

The Internal Audit Reports for Financial Year ended March 31, 2024 does not contain any qualification, reservation
or adverse remarks.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Ankit Joshi, Practicing
Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed
herewith as "Annexure - [D]" to this Report.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

Cost Auditor:

The Company has maintained cost accounts and records as specified by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013. M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN.:
000030) have carried out the cost audit during the financial year 2023-24. The report does not contain any
qualification, reservation or adverse remark.

The Board, on the recommendation of the Audit Committee, has re-appointed M/s Dhananjay V. Joshi &
Associates, as Cost Auditors of the Company for conducting the audit of cost records for the financial year 2024-25
under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

27. EXPLANATION ON AUDITORS REPORT:

Statutory Auditor

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

Secretarial Auditor

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

28. FRAUDS REPORTED BY AUDITORS:

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

29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Conservation of Enerev

Steps taken or impact on conservation of energy	The operations of your Company are not energy intensive and as such involve low energy consumption. However, adequate measures have been taken to conserve the consumption of energy.
	Further, the Company has already commissioned a windmill power generation unit located in the state of Rajasthan with an installed capacity of 1.25 MW.
The steps taken by the Company for utilizing alternate source of energy	Not Applicable.
The capital investment on energy conservation equipment	The Company has spent INR 5.00/- Crore as an initial capital expenditure on the installation of the windmill power generation unit.

Technology Absomtion

The efforts made towards technology absorption
The benefits derived like product improvement, cost reduction, product development or import substitution		Not applicable in view of the nature of activities carried out by the Company.
In case of imported technology (imported during the last three years reckoned from the beginning of financial year)		However, your Company is committed to use the latest technology available for its operations
(3)	The details of technology imported

(b)	The year of the import
(c)	Whether the technology been fully absorbed
(d)	If not fully absorbed area where absorption has not taken place, and the reason there of
(e)	The expenditure on research and development

Foreign Exchange earnings and Outgo:

Earnings in Foreign exchange	01.04.2023-31.03.2024	01.04.2022-31.03.2023
Earnings in Foreign exchange	Rs.	Rs.
Export of services	NIL	NIL

Expenditure in foreign currency	01.04.2023-31.03.2024	01.04.2022-31.03.2023
Expenditure in foreign currency	Rs.	Rs.
1 Travelling expenditure	NIL	NIL

30. INTERNAL FINANCIAL CONTROLS:

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

31. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE IPREVENTION. PROHIBITION
AND REDRESSAL) ACT, 2013:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of
gender, caste, creed or social class of the employees. During the year under review, there was no case filed
pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/materia! orders passed by the Regulators or Courts or Tribunals impacting the going
concern status of your Company and its operations in future.

33. OTHER DISCLOSURES:

â¢ During the financial year 2023-24, the Company does not have any scheme or provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.

â¢ During the financial year 2023-24, no application was made, or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016.

â¢ During the financial year 2023-24, your Company has not entered any One-Time Settlement with banks or
financial institutions.

â¢ The Company has not issued any debentures during the financial year 2023-24.

34. ACKNOWLEDGEMENT:

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

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

^ By order of the Board of Directors
For, B,R,Goyal Infrastructur&limited

Date: June 14,2024 [ O/ sC

Place: Indore

yM Jlttf''ftTshore Goyal
Chairman & Managing Director
DIN-00012185

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article