Directors Report of G R Infraprojects Ltd.

Mar 31, 2025

Your directors are pleased to present the Twenty-Ninth (29^th) Annual Report on the business and operations of the Company together
with the Audited Financial Statements for the Financial Year ended 31^st March 2025.

FINANCIAL RESULTS

The financial results of your Company for the Financial Year ended 31^st March 2025 are summarized below:

Particulars	Standalone		Consolidated
	2024-25	^|2023-24	2024-25	^|2023-24
Revenue from Operations	6,51,556.78	7,78,796.44	7,39,470.41	8,98,015.01
Other Income	50,034.40	22,528.93	19,542.07	10,275.62
Total Income	7,01,591.18	8,01,325.37	7,59,012.48	9,08,290.63
Earnings before Interest, Tax & Depreciation and Amortization (EBITDA)	1,40,487.06	1,36,073.84	1,83,165.95	2,22,506.47
Less: Depreciation and Amortization expense	24,483.22	24,423.02	24,457.94	24,423.02
Earnings before Interest & Tax (EBIT)	1,16,003.84	1,11,650.82	1,58,708.01	1,98,083.45
Less: Finance Cost	8,568.67	10,380.51	44,804.62	56,460.99
Add: Share of profit from associate	-	-	20,981.37	644.93
Profit before exceptional items and Tax (PBT)	1,07,435.17	1,01,270.31	1,34,884.76	1,42,267.39
Exceptional item	2,357.14	1,38,026.70	(1,226.09)	30,628.01
Profit before Tax	1,09,792.31	2,39,297.01	1,33,658.67	1,72,895.40
Less: Tax Expense	29,131.62	41,553.86	32,119.14	40,598.77
Profit after Tax (PAT)	80,660.69	1,97,743.15	1,01,539.53	1,32,296.63

STATE OF COMPANY''S AFFAIRS

Standalone Basis: During the Financial Year under review, the
Company generated revenue from operations of H6,51,556.78
lakhs, compared to H7,78,796.44 lakhs in the previous Financial
Year, with a decrease of 16.34%. The profit before tax for Financial
Year 2024-25 was H1,09,792.31 lakhs, marking a decrease of
54.12% from H2,39,297.01 lakhs in the previous year. The profit
after tax stood at H80,660.69 lakhs, down by 59.21% from
H1,97,743.15 lakhs in the previous Financial Year.

Consolidated Basis: For the Financial Year under review, the
Company reported consolidated revenue from operations of
H7,39,470.41 lakhs, down by 17.66% from H8,98,015.01 lakhs in
the previous Financial Year. The profit before tax for the Financial
Year 2024-25 was H1,33,658.67 lakhs, reflecting a decrease of
22.69% from H1,72,895.40 lakhs in the previous Financial Year.
The profit after tax in the current Financial Year was H1,01,539.53
lakhs, down by 23.25% compared to H1,32,296.63 lakhs in the
previous Financial Year.

BUSINESS OVERVIEW

G R Infraprojects Limited ("GRIb) is a fully integrated
infrastructure development company with a strong presence
in the road sector, undertaking projects on Engineering
Procurement and Construction (EPC), Build-Operate-Transfer
(BOT), Design-Build-Finance-Operate-Transfer (DBFOT), and
Hybrid Annuity Mode (HAM).

As on 31^st March 2025, the Company''s order book stood at
?19,17,990.03 lakhs, with additional L1 positions for two road
projects, one railway project, and one OFC project aggregating to
?5,16,634.12 lakhs, which would enhance the total order book to
?24,34,624.15 lakhs.

During the Financial Year under review, the Company secured
two new road projects worth ?5,57,207.07 lakhs, two power
transmission projects amounting to ?1,00,508.47 lakhs, and one
metro project awarded by Nagpur Metro Rail Corporation Limited
valued at ?76,570.72 lakhs.

As of 31^st March 2025, the Company had a portfolio of thirty-
seven (37) projects, comprising twenty-one (21) HAM, one (1)
BOT-Annuity, five (5) BOOT, one (1) DBFOT, one (1) DBFOT (Toll)
and eight (8) EPC Projects which include Road, Railway, Tunnel,
Metro and OFC.

Out of these projects, seven (7) projects are operational, twenty-
six (26) are under construction, four (4) projects are awaiting
appointed dates. Notably, during the year, the Company
transferred two (2) wholly owned subsidiaries, holding HAM
projects, to Indus Infra Trust (formerly known as Bharat Highways
InvIT), resulting in a Profit of H6,254.16 lakhs (net of tax).

The Company''s integrated business model includes eight (8)
strategically located manufacturing units across Udaipur,
Guwahati, Sandila, and Ahmedabad, which support the production
of bitumen emulsions, thermoplastic road-marking paints, road
signage, metal crash barriers, electric panel and electric poles.

The Company also benefits from in-house design and engineering
capabilities, a centralized procurement and logistics network, and a
dedicated project management team. With over 10,900 employees
and a fleet of more than 8,000 equipment and machinery, the
Company continues to deliver complex infrastructure projects with
high quality, efficiency, and adherence to timelines. Its consistent
financial performance, strong order book, backward integration
capabilities, and focus on execution excellence position it as a
leading player in India''s infrastructure landscape.

CHANGE IN THE NATURE OF BUSINESS

During the Financial Year under review, there was no change in
the nature of business of the Company.

CAPITAL STRUCTURE

There was no change in the authorised share capital of the
Company during the Financial Year. The Authorised Capital of
the Company as on 31^st March 2025 was H8,900 lakhs divided
into 17,80,00,000 Equity Shares of H5/-. The Issued, Subscribed
and Paid-up Capital at the end of the current Financial Year stood
at H4,837.03 lakhs. The Company has not issued any equity
shares with differential rights, sweat equity shares or bonus
shares except issuance of 32,433 and 18,864 equity shares of
H5/- each at issue price of H1,000/- under Employee Stock Option
Scheme-2021 on 17^th September 2024 and 06^th December 2024,
respectively. The Company has only one class of equity shares
with face value of H5/- each.

LISTING OF EQUITY SHARES

The equity shares are listed on BSE Limited ("BSE”) and National
Stock Exchange of India Limited ("NSE) on 19^th July 2021. The
annual listing fee for the Financial Year 2025-26 has been paid to
both the stock exchanges.

NON-CONVERTIBLE DEBENTURES (NCDs)

During the Financial Year under review, the Company has issued
and allotted following Non-Convertible Debentures ("NCD”) on
Private Placement basis:

Description of NCD	Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures
Date of allotment	10.06.2024
Issue Size	H 125 Crores
Name of Trustee	Vardhman Trusteeship Private Limited

The aforesaid NCDs are listed on Wholesale Debt Market
Segment at BSE Limited. The details of Debenture Trustee are
available on the Company''s website at https://www.grinfra.com/
contact-investor-grievances/.

DIVIDEND

As per dividend policy of the Company, your Company has
declared and distributed interim dividend of H12.50 per share, i.e.
250% of the Face Value of H5/- each, in March 2025, aggregating
to H120.93 Crores as total Dividend for Financial Year 2024¬
25. The Board has not recommended any final dividend for the
Financial Year 2024-25.

DIVIDEND DISTRIBUTION POLICY

In accordance with the provisions of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations”), Dividend Distribution Policy is available on
the Company''s website at https://grinfra.com/wp-content/
uploads/?0?1/08/Dividend-Distribution-policy.pdf

TRANSFER TO RESERVE

The Company has not transferred any amount to the reserves of
the Company during the Financial Year 2024-25.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the
financial position of the Company which have occurred from the
end of the Financial Year and up to the date of signing this Report.

SUBSIDIARY, ASSOCIATE OR JOINT OPERATIONS

As on 31^st March 2025, the Company was having twenty-nine (29)
Subsidiaries, one (1) Associate and seven (7) Joint operations
(JOs), and there has been no material change in the nature of the
business of the Subsidiaries and JOs. During the Financial Year
under review, the Company has acquired two (2) new Companies
as its Wholly Owned Subsidiaries whereas two (2) Companies
ceased to be Company''s subsidiaries, details of which are
provided hereunder:

S. No.	Name of the Subsidiary	Date of Incorporation/ acquisition*/ Cessation$
1	Tumkur-II REZ Power Transmission Limited	03.09.2024*
2	Bijapur REZ Transmission Limited	16.01.2025*
3	GR Aligarh Kanpur Highway Private Limited	16.09.2024$
4	GR Galgalia Bahadurganj Highway Private Limited	27.03.2025$

Performance of subsidiaries, associates and joint operations

The performance of the subsidiaries of the Company is
summarized in Form AOC - 1 attached to the Financial Statements
of the Company in pursuance of Section 129 of the Companies Act,
2013 ("the Act"). The contribution of subsidiaries, associates and
joint operation to the overall performance of the Company is also
operations in Note No. 48 to the Consolidated Financial Statements.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Act, the Consolidated Financial
Statements have been prepared in accordance with Indian
Accounting Standards and as per Companies (Indian Accounting
Standards) Rules, 2015 which forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS

During the financial year, no significant and material orders were
passed by the Regulators or Courts or Tribunals impacting the
going concern status and future operations of the Company.

AUDITORS AND AUDITOR''S REPORT
Statutory Auditors

The shareholders of the Company in their Annual General Meeting
held on 27^th September 2021, have appointed M/s. S R B C & Co
LLP, Chartered Accountants (FRN: 324982E/E300003) as the
Statutory Auditors for a period of Five years to hold office from
the conclusion of the Twenty-Fifth (25^th) Annual General Meeting
till the conclusion of Thirtieth (30^th) Annual General Meeting
of the Company.

M/s S R B C & Co LLP, Chartered Accountants have audited the
standalone and consolidated financial statements ("Financial
Statements”) of the Company for the Financial Year under review.
The Auditors have issued an unmodified opinion on the financial
statements, for the Financial Year ended 31^st March 2025.
There have been no instances of fraud reported by the Statutory
Auditors under Section 143 (12) of the Act and the Rules framed
thereunder either to the Company or to the Central Government.
The Auditors'' Reports on the financial statements of the Company
forms part of this Annual Report. The observations of Statutory
Auditors in their Report read with relevant Notes to Accounts are
self-explanatory and therefore do not require further explanation.

Secretarial Auditors

M/s Ronak Jhuthawat & Co., Company Secretaries, were
appointed to conduct Secretarial Audit of the Company for the
Financial Year ended 31^st March 2025. The Secretarial Audit
Report for the said Financial Year is annexed herewith and forms
part of this Report as Annexure-I. The report does not contain
any qualifications, reservation or adverse remark.

Pursuant to Regulation 24A of Listing Regulations, the Board
of Directors has proposed the appointment of M/s Ronak
Jhuthawat & Co., Company Secretaries, Secretarial Auditors
(Unique Identification No.: P2025RJ104300), to hold office for a
period of five consecutive years commencing from FY 2025-26
to FY 2029-30, for the approval of the members in the ensuing
Annual General Meeting of the Company.

Cost Auditors

The provisions of Section 148(1) of the Act are applicable to the
Company and accordingly the Company has maintained cost
accounts and records in respect of the applicable products for
the year ended 31^st March 2025.

Pursuant to the provisions of Section 148 of the Act, and as
per the Companies (Cost Records and Audit) Rules, 2014 and
amendments thereof, the Board, on the recommendation of
the Audit Committee, at its meeting held on 15^th May 2025, has
approved the appointment of M/s Rajendra Singh Bhati & Co.,

Cost Accountants (Firm registration number 101983), as the
Cost Auditors of the Company for the Financial Year ending
31^st March 2026.

A proposal for ratification of remuneration of the Cost Auditor
for the Financial Year 2025-26 is being placed before the
Shareholders for approval in the ensuing Annual General Meeting.

Internal Auditors

In accordance with the provisions of Section 138 of the
Companies Act, 2013, the Board of Directors had appointed
M/s Deloitte Touche Tohmatsu India LLP as Internal Auditors to
conduct Internal Audit of the Company. The observations and
suggestions of the Internal Auditors were reviewed, and necessary
corrective/ preventive actions were taken in consultation with the
Audit Committee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March 2025, the Company has eight (8) Directors
comprising of three (3) Executive Directors and five (5) Non¬
Executive Independent Directors, including one (1) Women
Director on the Board of the Company.

In accordance with the provision of Section 152(5) of the Act, and
the Articles of Association of the Company, Mr. Vikas Agarwal
(DIN: 03113689), Director of the Company retires by rotation at the
ensuing Annual General Meeting, and being eligible, has offered
himself for re-appointment. The Board of Directors recommends
his re-appointment.

Further, tenure of Mr. Vikas Agarwal (DIN: 03113689) as
wholetime director will be completing on 31^st March 2026. Based
on the recommendation of the Nomination and Remuneration
Committee, the Board has recommended his re-appointment
as wholetime director for a second term of five (5) consecutive
years with effect from 01^st April 2026 to 31^st March 2031, for
consideration of the members in the ensuing Annual General
Meeting of the Company.

Mr. Rajendra Kumar Jain (DIN: 00144095) will be completing
his present term as Independent Director on 31^st March 2026.
He fulfils the conditions specified under the Act, the Listing
Regulations, and is independent of the management. Based
on the recommendation of the Nomination and Remuneration
Committee, the Board has recommended his re-appointment
as Independent Director for a second term of five consecutive
years with effect from 01^st April 2026 to 31^st March 2031, for
consideration of the members in the ensuing Annual General
Meeting of the Company.

There was no change in the composition of the Board of Directors
and Key Managerial Personnel during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149(6) of the Act and Regulation 16 of Listing
Regulations including amendments thereof, the Company has
received declarations from all the Independent Directors of

the Company that they meet the criteria of independence, as
prescribed under the provisions of the Act and Listing Regulations,
as amended from time to time. There has been no change in the
circumstances affecting their status as an Independent Director
during the year. Further, Non-Executive Directors of the Company
had no pecuniary relationship or transactions with the Company,
other than sitting fees, commission and reimbursement of
expenses, if any, incurred by them for the purpose of attending
meetings of the Board/Committee(s) of the Company. The Board
is of the opinion that the Independent Directors of the Company
possess requisite qualifications, experience and expertise and
they have highest standards of integrity.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

As required under Regulation 46(2)(i) of the Listing Regulations,
the details of familiarization programmes conducted during the
Financial Year is placed on the Company''s website and the same
can be accessed at https://www.grinfra.com/other-compliance/.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the
Companies Act, 2013, with respect to Directors Responsibility
Statement, your Directors hereby confirm that:

1. in the preparation of the annual accounts, the applicable
accounting standards had been followed and there are no
material departures;

2. they had selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of
the financial year and of the profit and loss of the company
for that period;

3. they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;

4. they had prepared the annual accounts on a going
concern basis;

5. the Company had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

6. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

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

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to
be disclosed under the Act are given below:

A. Conservation of energy
i. the steps taken or impact	In view of the nature of
on conservation of energy	business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those implemented by the Company.
ii. the steps taken by the	In view of the nature of
company for utilizing	business activities of the
alternate sources of	Company, no substantial
energy	steps are required to be taken for alternate sources of energy other than those implemented by the Company.
iii. the capital investment	Nil
on energy conservation

B. Technology absorption
i. the efforts made towards technology absorption	No specific efforts made other than in the ordinary course of execution of the Project.
ii. the benefits derived like product improvement, cost reduction, product development or import substitution	There was no substantial technology imported during the period under review.
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Not Applicable
a. the details of technology imported b. the year of import c. whether the technology been fully absorbed d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
iv. the expenditure incurred on Research and Development	Nil

C. Foreign exchange earnings and outgo
i. Foreign Exchange	H61.59 lakhs
earnings	(Previous Year: Nil)
ii Foreign Exchange outgo	H4,398.87 lakhs (Previous Year: H3,568.96

DEPOSITS

The Company has not accepted any deposits from the public
and as such, no amount on account of principal or interest on
deposits from the public was outstanding as on the date of
the balance sheet.

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

In accordance with the provisions of Section 188 of the Act
and rules made thereunder, all the contracts/arrangements/
transactions entered into by the Company during the year under
review with Related Parties were on an arm''s length basis and
in the ordinary course of business. All related party transactions
were approved by the Audit Committee as per the provisions of
the Act and the Listing Regulations. The policy on related party
transactions is available on the Company''s website.

The details of the Related Party Transactions are set out in the Notes
to Financial Statements forming part of this Annual Report. During
the year under review, there are no material significant related party
transactions made by the Company with Promoters, Directors,
Key Managerial Personnel or other designated persons and their
relatives which may have a potential conflict with the interest of
the Company at large. Also, the Company has a process in place to
periodically review and monitor Related Party Transactions.

During the Financial Year under review, your Company had
entered into one material Related Party Contracts/ arrangements
with its wholly owned subsidiary of the Company, details of which
are disclosed in Form AOC-2 as Annexure-II.

PARTICULARS OF EMPLOYEES

Particulars of Employees drawing remuneration in excess of
limits prescribed under the provision of Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given in Annexure-III(a).

Further, disclosures pertaining to remuneration and other details
as required under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are also
given under Annexure-III(b).

VIGIL MECHANISM

As per Section 177(9) of the Act, your Company has formulated
an effective Vigil Mechanism which provides a robust framework
for dealing with genuine concerns & grievances. Specifically,
employees can raise concerns regarding any discrimination,
harassment, victimization, any other unfair practice being
adopted against them or any instances of fraud by or against your

Company. During the Financial Year under review, no complaint
was received by the Company.

PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES, AND INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its
committees and the individual Directors was carried out for
the Financial Year 2024-25. Led by the Board of Directors, the
evaluation was carried out using individual questionnaires
covering, amongst others, composition of Board, conduct as per
Company values & beliefs, contribution towards development
of the strategy & business plan, risk management, receipt of
regular inputs and information, codes & policies for strengthening
governance, functioning, performance & structure of Board
Committees, skill set, knowledge & expertise of Directors,
preparation & contribution at Board meetings, leadership, etc.
The performance evaluation of the respective Committees and
that of Directors was done by the Board excluding the Director
being evaluated.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The details of loans, guarantees and investments as required
pursuant to the provisions of Section 186 of the Act and the
rules made thereunder are set out in the Notes to the Standalone
Financial Statements of the Company. Your Company falls
within the scope of the definition "Infrastructure Company” as
provided by the Companies Act, 2013. Accordingly, the Company
is exempted from the provisions of Section 186 of the Act with
regards to Loans, Guarantees and Investments except section
186 (1) of the Act.

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The details in respect of internal financial control and their
adequacy are included in the Management Discussion and
Analysis, forming part of this Annual Report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Seven (7) meetings of the Board of Directors were held during the
Financial Year under review. For details of meetings of the Board,
please refer to the Corporate Governance Report, which is a part
of this Annual Report.

AUDIT COMMITTEE

Your Company has duly constituted Audit Committee, its
composition as well as charter are in line with the requirements
of the Act read with the rules made thereunder and Regulation
18 of the Listing Regulations. The details relating to the same
are given in Corporate Governance Report forming part of this
Annual Report.

During the year under review, all the recommendations made by
the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The brief outline of CSR Policy of the Company and the initiatives
undertaken by the Company on CSR activities, along with other
details for Financial Year 2024-25 forms part of Annual Report on
Corporate Social Responsibility as Annexure - IV to this Report.
The Chief Financial Officer of the Company has certified that CSR
Funds so disbursed for the projects have been utilized for the
purposes and in the manner as approved by the Board. The CSR
Policy of the Company is available on the website of the Company at
https://www.grinfra.com/wp-content/uploads/2020/02/
corporate-social-responsibility-policy.pdf.

NOMINATION & REMUNERATION COMMITTEE (“NRC")

Pursuant to provisions of Act read with the rules made thereunder
and Regulation 19 of the Listing Regulations the Company has
duly constituted Nomination and Remuneration Committee. The
details relating to the same are given in Corporate Governance
Report forming part of this Annual Report.

The Committee identifies persons qualified to become Directors,
and recommends to the Board the appointment, remuneration
and removal of the Directors and senior management. The
Committee''s role also includes formulation of criteria for
evaluation of performance of the Directors & the Board as
a whole, and administration of the Employee Stock Option
Schemes of the Company. Nomination and Remuneration
Policy is placed on the website of the Company at https://www.
grinfra.com/wp-content/uploads/2020/02/Nomination-and-
Remuneration-Policy-1.pdf. All the recommendations made by
the Nomination and Remuneration Committee during the year
were accepted by the Board.

RISK MANAGEMENT SYSTEM

The Board of Directors of the Company has constituted Risk
Management Committee in accordance with Regulation 21 of the
Listing Regulations. The terms of reference of Risk Management
Committee are in accordance with Para C Part D of Schedule II of
the Listing Regulations. The details relating to the same are given
in Corporate Governance Report forming part of this Annual Report.
Your company has developed and implemented a risk management
policy and regularly reviews the risk management system and major
risks associated with its business activities. The details pertaining to
risk management has been covered in the Management Discussion
and Analysis, which forms part of this Annual Report.

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION & ANALYSIS

The report on Corporate Governance as stipulated under Listing
Regulations forms an integral part of this report and the requisite
certificate duly signed by the Practicing Company Secretary
confirming compliance with the conditions of Corporate
Governance is attached to this report.

Management''s Discussion and Analysis Report for the Financial
Year under review, as stipulated under the Listing Regulations, is
presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR)

In terms of Regulation 34(2) of Listing Regulations, a Business
Responsibility and Sustainability Report for the Financial Year
2024-25 has been included in this Annual Report.

EMPLOYEE STOCK OPTION

In terms of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SEBI SBEB/ ESOP Regulations”) as
amended, from time to time, the Nomination and Remuneration
Committee administers and monitor "G R Infraprojects Limited
Employee Stock Option Scheme-2021” (ESOP Scheme-2021)
of your Company.

The Nomination and Remuneration Committee has been
designated as the Compensation Committee under the ESOP
Scheme-2021. In its meeting held on 10^th August 2023, the
Committee approved, the grant of 3,13,196 stock options to
eligible employees under the said scheme.

During the financial year under review, 72,950 options vested
on 10^th August 2024. Against these vested options, 51,297
Options were exercised and the same have been allotted by the
Nomination and Remuneration Committed to eligible employees.

There were no material changes in the aforesaid ESOP Plans
during the year and the same are in compliance with the
ESOP Regulations.

The applicable disclosures relating to ESOP Plans, as stipulated
under the Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014 and amendments
thereof (''ESOP Regulations''), pertaining to the year ended 31^st
March 2025, is available on the Company''s website at https://
www.grinfra.com/wp-content/uploads/2025/06/GRIL ESOS
Disclosure 2025.pdf.

The Company has received a certificate from M/s. Ronak
Jhuthawat & Co., Secretarial Auditor of the Company as required
under Regulation 13 of SEBI (SBEB Regulations), confirming that
the ESOP Scheme-2021 has been implemented in accordance
with these Regulations. The certificate is available for inspection
during the AGM of the Company and is also placed at the website
of the Company at https://www.grinfra.com/other-compliance/.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

Your Company believes that all the women employees should have
the opportunity to work in an environment free from any conduct
which can be considered as Sexual Harassment. The Company
is committed to treat every employee with dignity and respect.

Your Company has in place a policy on Prevention of Sexual
Harassment at workplace. This policy is in line with the
requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. All
employees, whether permanent, contractual, temporary and
trainees are covered under this Policy. The Company has duly
constituted internal complaint committee as required under

the provisions of Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. No complaint
has been received by the committee during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on 31^st March 2025 is available on
the Company''s website at https://www.grinfra.com/wp-content/
uploads/?0?5/06/Financial-Year-?0?4-?5.pdf

DISCLOSURES

1. The Company has neither made any application, nor
any proceedings are pending under the Insolvency and
Bankruptcy Code, 2016.

2. The Company has not entered into any one time settlement
with any Bank or Financial Institutions, hence disclosure
under rule (8)(5)(xii) of Companies (Accounts) Rules 2014
is not applicable.

3. Neither the Managing Director nor the Wholetime Directors
of the Company receive any remuneration or commission
from any of its subsidiaries.

HUMAN RESOURCE MANAGEMENT

In Financial Year 2024-25, your Company continued to
strengthen its people strategy through focused transformation
and capability-building initiatives, aligning HR practices with
evolving business needs. The Company remained committed to
enhancing role clarity, fostering ownership, driving productivity,
promoting equal opportunity and providing meaningful
employee experiences.

To lay the foundation for future growth, the Company embarked
on a Transformation Journey that will evolve through Financial
Year 2025-26, redefining its people strategy and organizational
structure to enable sharper roles, streamlined workflows,

and agile decision-making, while identifying and nurturing
future-ready talent.

Operational excellence is now driven through Project Linked
Incentive Plan (PLIP), aligning performance rewards with project
milestones, to foster a culture of accountability and performance
focused execution.

In response to the evolving talent landscape and technological
advancements, the Company launched the SuccessFactors
Recruitment Marketing (RMK) platform, integrating employer
branding, digital outreach, and automation. This initiative
transformed the new hire journey, delivering a seamless and
engaging experience from first interaction with candidates to
onboard new hires.

Your Company further advanced its HR analytics capabilities,
using data-driven insights to support smarter workforce decisions
and enhance organizational effectiveness. The Company
reinforced continuous improvement through structured training
programs across all levels. In addition to strengthening its safety
culture, the Company conducted targeted safety training across
the organization. Commitment to governance was demonstrated
through comprehensive Code of Conduct training, ensuring
ethical standards across operations.

These initiatives reflect GRILs commitment to people-first,
approach, developing high-performance ecosystem, where
empowered individuals drive business outcomes, transformation,
resilience, and sustainable growth.

APPRECIATION

The Board acknowledges and places on record its sincere
appreciation to all stakeholders, customers, vendors, banks,
central and state governments, government authorities and all
other business partners, for their continued co-operation and for
the excellent support received from them.

The Board also wishes to place on record its appreciation to the
esteemed investors for showing their confidence and faith in the
management of the Company.

Your Directors recognize and appreciate the efforts and hard
work of all the employees of the Company and their continued
contribution to promote its development.

For and on behalf of the Board of Directors
Ajendra Kumar Agarwal Vikas Agarwal

Date: 15.05.2025 Managing Director Wholetime Director

Place: Gurugram DIN: 01147897 DIN: 03113689

---

Mar 31, 2024

Your Directors are pleased to present the Twenty Eighth (28^th) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March 2024.

FINANCIAL RESULTS

The financial results of your Company for the Financial Year ended 31^st March 2024 is summarized below:

fAmm int ? in I akhcA

Particulars	Stanc	lalone	Conso	lidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	7,78,796.44	8,14,758.83	8,98,015.01	9,48,151.49
Other Income	22,528.93	18,090.08	10,275.62	8,729.52
Total Income	8,01,325.37	8,32,848.91	9,08,290.63	9,56,881.01
Earnings before Interest, Tax & Depreciation and Amortization (EBITDA)	1,36,073.84	1,49,398.72	2,22,506.47	2,64,099.76
Less: Depreciation and Amortization expense	24,423.02	24,565.16	24,423.02	24,565.16
Earnings before Interest & Tax (EBIT)	1,11,650.82	1,24,833.56	1,98,083.45	2,39,534.60
Less: Finance Cost	10,380.51	10,222.03	56,460.99	44,301.10
Add: Share of profit from associate		-	644.93	-
Profit before exceptional items and Tax (PBT)	1,01,270.31	1,14,611.53	1,42,267.39	1,95,233.50
Exceptional item	1,38,026.70	-	30,628.01	-
Profit before tax	2,39,297.01	1,14,611.53	1,72,895.40	1,95,233.50
Less: Tax Expense	41,553.86	29,434.73	40,598.77	49,790.82
Profit after Tax (PAT)	1,97,743.15	85,176.80	1,32,296.63	1,45,442.68

STATE OF COMPANY''S AFFAIRS

Standalone Basis: During the Financial Year under review, the Company generated revenue from operations of H7,78,796.44 Lakhs, compared to H8,14,758.83 Lakhs in the previous Financial Year, with a decrease of 4.41%. The profit before tax for Financial Year 2023-24 was H2,39,297.01 Lakhs, marking an increase of 108.79% from H1,14,611.53 Lakhs in the previous Financial Year. The profit before tax for Financial Year 2023-24 includes exceptional profit of H1,37,196.35 Lakhs on sale of 100% stake in seven subsidiaries to Bharat Highways InvIT, and 830.35 Lakhs on sale of 21% stake in one of the subsidiary company, Nagour Mukundgarh Highways Private Limited. The profit after tax stood at H1,97,743.15 Lakhs, up by 132.16% from H85,176.80 Lakhs in the previous Financial Year.

Consolidated Basis: During the Financial Year under review, the Company reported consolidated revenue from operations of H8,98,015.01 Lakhs, down by 5.29% from H9,48,151.49 Lakhs in the previous Financial Year. The profit before tax for Financial Year 2023-24 was H1,72,895.40 Lakhs, reflecting a decrease of 11.44% from H1,95,233.50 Lakhs in the previous Financial Year. The profit after tax in current Financial Year was H1,32,296.63 Lakhs, down by 9.04% compared to H1,45,442.68 Lakhs in the previous Financial Year.

BUSINESS OVERVIEW

The Company executes road projects on Engineering Procurement and Construction ("EPC”), Built Operate, and Transfer ("BOT”) and

on Hybrid Annuity Mode ("HAM”) basis. As on 31^st March 2024, the order book of the Company stands at H16,78,061 Lakhs.

Further to update, in the month of May 2024, the company has also emerged as the lowest bidder for the two EPC road projects in the state of Maharashtra, worth H4,34,614 Lakhs crores to be awarded by Maharashtra State Road Development Corporation.

During the Financial Year under review, the Company has been awarded four (4) projects with combined Bid project cost of H2,02,264 Lakhs. Out of these four projects, two (2) were HAM, and two (2) were Build, Own, Operate, and Transfer (BOOT) projects.

As on date, the Company has a decent mix of 28 projects. Out of total 28 projects, 5 are Operational, 14 are under construction and 9 projects are awaiting appointed date.

From the above mentioned 28 projects, 23 are HAM, 1 is BOT, 3 are BOOT, 1 is Design, Build, Finance, Operate, and Operate (DBFOT) projects.

During the Financial Year under review, the Company has transferred its seven wholly owned subsidiary companies, having operational HAM projects, to Bharat Highways InvIT and thereby has earned Profit of H1,22,182.60 Lakhs (net of tax).

As part of its in-house integrated model, it has developed inhouse resources with key competencies to deliver a project from conceptualization to completion that includes its design and engineering team, four manufacturing units situated at Udaipur

(Rajasthan), Guwahati (Assam), Sandila (Uttar Pradesh) and Ahmedabad (Gujarat) for manufacturing/fabrication of bitumen, thermoplastic road-marking paint, road signage, metal crash barriers, and electric poles.

For a comprehensive overview of the various segments of the Company''s business, please refer to the Management Discussion and Analysis section of this annual report.

CHANGE IN NATURE OF BUSINESS

During the Financial Year under review, there was no change in the nature of Company''s business.

CAPITAL STRUCTURE

During the Financial Year under review, there was no change in the authorised share capital of the Company.The Authorised Capital of the Company as on 31^st March 2024 was H8,900 Lakhs divided

into 17,80,00,000 Equity Shares of H5 each. The Issued, Subscribed and Paid-up Capital at the end of current Financial Year stood at H4,834.45 Lakhs. The Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with face value of H5/- each.

LISTING OF EQUITY SHARES

The equity shares are listed on BSE Limited ("BSE”) and National Stock Exchange of India Limited ("NSE) on 19^th July 2021. The annual listing fee for the Financial Year 2024-25 has been paid to both the stock exchanges.

NON-CONVERTIBLE DEBENTURES (NCDs)

During the Financial Year under review, the Company has issued and allotted following non-convertible debentures ("NCDs”) on Private Placement basis:

S.	Date of		Name of Trustee
Description of NCD No.	allotment	Issue Size
1 Rated, Listed, Unsecured, Redeemable NonConvertible Debentures	05.02.2024	H100 Crores	Axis Trustee Services Limited

The aforesaid NCDs are listed on Wholesale Debt Market Segment at BSE Limited. The details of Debenture Trustee are available on the Company''s website at https://www.grinfra.com/ contact-investor-grievances/.

DIVIDEND

With a view to conserve resources for funding future business requirements and expansion plans, your Directors think it is prudent not to recommend any dividend for the Financial Year ended 31^st March 2024 (previous year: Nil).

DIVIDEND DISTRIBUTION POLICY

In accordance with the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), Dividend Distribution Policy is available on the Company''s website at https://grinfra.com/wp-content/ uploads/2021/08/Dividend-Distribution-policy.pdf.

TRANSFER TO RESERVE

The Company has not transferred any amount to the reserves of the Company during the Financial Year under review.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year.

SUBSIDIARY, ASSOCIATE OR JOINT VENTURES

As on 31^st March 2024, the Company was having Twenty Nine (29) Subsidiaries and Seven (7) Joint Ventures (JVs), and there has been no material change in the nature of the business of the

subsidiaries and JVs. During the Financial Year under review, the Company has incorporated/acquired Twelve (12) wholly owned subsidiaries whereas Seven (7) subsidiaries have ceased to be Company''s subsidiaries, details of which are provided hereunder:

S. No.	Name of the Subsidiary	Date of Incorporation/ acquisition*/ Cessation$
1	GR Logistics Park (Indore) Private Limited	07.04.2023
2	GR Venkatpur Thallasenkesa Highway Private Limited	29.04.2023
3	GR Belgaum Raichur (Package-5) Highway Private Limited	29.04.2023
4	GR Devinagar Kasganj Highway Private Limited	01.05.2023
5	GR Hasapur Badadal Highway Private Limited	01.05.2023
6	GR Varanasi Kolkata Highway Private Limited	01.05.2023
7	GR Belagavi Bypass Private Limited	01.05.2023
8	GR Belgaum Raichur (Package-6) Highway Private Limited	01.05.2023
9	GR Kasganj Bypass Private Limited	18.07.2023
10	GR Yamuna Bridge Highway Private Limited	22.08.2023
11	GR Tarakote Sanjichhat Ropeway Private Limited	02.01.2024
12	Pachora Power Transmission Limited	14.02.2024*
13	Porbandar Dwarka Expressway Private Limited	01.03.2024$
14	GR Dwarka Devariya Highway Private Limited	01.03.2024$
15	GR Gundugolanu Devarapalli Highway Private Limited	01.03.2024$

S. No.	Name of the Subsidiary	Date of Incorporation/ acquisition*/ Cessation$
16	GR Akkalkot Solapur Highway Private Limited	01.03.2024$
17	GR Sangli Solapur Highway Private Limited	01.03.2024$
18	GR Phagwara Expressway Limited	01.03.2024$
19	Varanasi Sangam Expressway Private Limited	01.03.2024$

Performance of subsidiaries, associates, and joint ventures

The performance of the subsidiaries of the Company is summarized in form AOC - 1 attached to the Financial Statements of the Company in pursuant to of Section 129 of the Companies Act, 2013. The contribution of subsidiaries and joint venture to the overall performance of the Company is also provided in Note No. 46 to the Consolidated Financial Statements.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards and as per Companies (Indian Accounting Standards) Rules, 2015, notified under section 133 of Companies Act, 2013 which forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s Operations in future.

AUDITORS AND AUDITOR''S REPORT Statutory Auditors

The shareholders of the Company in their Annual General Meeting held on 27^th September 2021, have appointed M/s S R B C & Co LLP Chartered Accountants (FRN: 324982E/E300003) as the Statutory Auditors for a period of five years to hold office from the conclusion of the Twenty Fifth (25^th) Annual General Meeting till the conclusion of Thirtieth (30^th) Annual General Meeting of the Company.

M/s S R B C & Co LLP, Chartered Accountants have audited the standalone and consolidated financial statements ("Financial Statements”) of the Company for the Financial Year under review. The Auditors have issued an unmodified opinion on the financial statements, for the Financial Year ended 31^st March 2024. There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government. The Auditors'' Reports on the financial statements of the Company forms part of this Annual Report. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation.

Secretarial Auditors

M/s Ronak Jhuthawat & Co., Company Secretaries, were appointed to conduct Secretarial Audit of the Company for the Financial Year ended 31^st March 2024. The Secretarial Audit Report for the said Financial Year is annexed herewith and forms part of this Report as Annexure-I. The report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The provisions of Section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the Financial Year ended 31^st March 2024.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee, at its meeting held on 29^th May 2024, has approved the appointment of M/s Rajendra Singh Bhati & Co., Cost Accountants (Firm registration number: 101983), as the Cost Auditors of the Company for the Financial Year ending 31^st March 2025.

A proposal for ratification of remuneration of the Cost Auditor for the Financial Year 2024-25 is being placed before the shareholders for approval in the ensuing Annual General Meeting.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s Mahajan & Aibara, Chartered Accountants LLP, Chartered Accountants as Internal Auditor to conduct Internal Audit of the Company. The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/preventive actions were taken in consultation with the Audit Committee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Ajendra Kumar Agarwal (DIN: 01147897), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment.

Mrs. Kalpana Gupta (DIN: 03554334) will be completing her present term as Independent Director of the Company on 29^th September 2024. Mrs. Kalpana Gupta fulfils the conditions specified under the Act, the Listing Regulations and is independent of the management. Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended her re-appointment as an Independent Director for a second term of five consecutive years with effect from 30^th September 2024 upto 29^th September 2029 for consideration of the members in the ensuing Annual General Meeting of the Company. There was no change in the composition of Board of Directors and Key Managerial Personnel during the Financial Year under review.

In terms of Section 149(6) of the Companies Act, 2013 and Regulation 16 of Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and Listing Regulations, as amended from time to time. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee(s) of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

As required under Regulation 46(2)(i) of the Listing Regulations, the details of familiarization programmes conducted during the Financial Year is placed on the Company''s website and the same can be accessed at https://www.grinfra.com/other-compliance/.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors hereby confirm that:

1. In the preparation of the Annual Accounts for the Financial Year 2023-24, the applicable accounting standards had been followed and there are no material departures;

2. They had selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the Profit of the Company for the financial year;

3. They had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They had prepared annual accounts on a going concern basis.

5. The Company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act is given below:

A.	Conservation of energy
i.	The steps taken or impact on	In view of business
	conservation of energy	activities of the Company, no substantial steps are required to be taken for conservation of energy other than those implemented by the Company.
ii.	The steps taken by the	In view of business
	company for utilizing	activities of the Company,
	alternate sources of energy	no substantial steps are required to be taken for alternate sources of energy other than those implemented by the Company.
iii.	The capital investment on energy conservation equipments	Nil
B. Technology absorption
i.	The efforts made towards	No specific efforts made
	technology absorption	other than in the ordinary course of execution of the Project.
ii.	The benefits derived like product improvement, cost reduction, product development or import substitution	Not Applicable

B. Technology absorption
iii.	In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year) a. The details of technology imported b. the year of import c. whether the technology been fully absorbed d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	There was no substantial technology imported during the period under review.
iv.	The expenditure incurred on	Nil
	Research and Development
C.	Foreign exchange earnings and outgo
i.	Foreign Exchange earnings	NIL (Previous year NIL)
ii	Foreign Exchange outgo	H3,568.96 Lakhs (Previous
		year H6,101.10 Lakhs)

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In accordance with the provisions of Section 188 of the Companies Act, 2013, and rules made thereunder, all the contracts/arrangements/transactions entered into by the Company during the Financial Year under review with related parties were on an arm''s length basis and in the ordinary course of business. All related party transactions were approved by the Audit Committee as per the provisions of the Act and the Listing Regulations. The policy on related party transactions is available on the Company''s website.

The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report. During the Financial Year under review, there are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large. Also, the Company has a process in place to periodically review and monitor Related Party Transactions.

During the Financial Year under review, your Company had entered into material related party contracts/ arrangements with wholly owned subsidiaries of the Company, details of which are disclosed in Form AOC-2 as Annexure-II.

PARTICULARS OF EMPLOYEES

Particulars of Employees drawing remuneration in excess of limits prescribed by the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - III(a).

Further, disclosures pertaining to remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also given under Annexure - III(b).

VIGIL MECHANISM

As per Section 177(9) of the Companies Act, 2013, your Company has formulated an effective Vigil Mechanism which provides a robust framework for dealing with genuine concerns & grievances. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. However, during the Financial Year under review no complaint was received by the Company.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its Committees and the individual Directors was carried out for the Financial Year 2023-24. Led by the Board of Directors, the evaluation was carried out using individual questionnaires covering, amongst others, composition of Board, conduct as per Company values & beliefs, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership, etc. The performance evaluation of the respective Committees and that of Directors was done by the Board excluding the Director being evaluated.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments as required pursuant to the provisions of Section 186 of the Act and the rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company. Your Company falls within the scope of the definition "Infrastructure Company” as provided by the Companies Act, 2013. Accordingly, the Company is exempted from the provisions of Section 186 of the Act with regards to Loans, Guarantees and Investments except section 186 (1) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, forming part of this annual report.

Five (5) meetings of the Board of Directors were held during the Financial Year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, forming part of this annual report.

AUDIT COMMITTEE

Your Company has a duly constituted Audit Committee, its composition as well as charter are in line with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the Listing Regulations. The details relating to the same are given in Corporate Governance Report forming part of this annual report. During the Financial Year under review, all the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The brief outline of CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities, along with other details for Financial Year 2023-24 forms part of the annual report on Corporate Social Responsibility as Annexure-IV to this Report. The Chief Financial Officer of the Company has certified that CSR Funds so disbursed for the projects have been utilized for the purposes and in the manner as approved by the Board. The CSR Policy of the Company is placed on the website of the Company at https://www.grinfra.com/wp-content/uploads/?0?0/0?/ corporate-social-responsibility-policy.pdf.

NOMINATION & REMUNERATION COMMITTEE ("NRC")

Pursuant to the provisions of Companies Act, 2013, read with the rules made thereunder and Regulation 19 of the Listing Regulations, the Company has duly constituted Nomination and Remuneration Committee. The details relating to the same are given in Corporate Governance Report forming part of this Annual Report.

The Committee identifies persons qualified to become Directors, and recommends to the Board the appointment, remuneration and removal of the Directors and senior management. The Committee''s role also includes formulation of criteria for evaluation of performance of the Directors & the Board as a whole, and administration of the Employee Stock Option Schemes ("ESOS”) of the Company. Nomination and Remuneration Policy is placed on the website of the Company at https://www.grinfra.com/ wp-content/uploads/?0?0/0?/Nomination-and-Remuneration-Policy-1.pdf. All the recommendations made by the Nomination and Remuneration Committee during the Financial Year were accepted by the Board.

RISK MANAGEMENT SYSTEM

The Board of Directors of the Company has constituted Risk Management Committee in accordance with Regulation 21 of the Listing Regulations. The terms of reference of Risk Management

Committee are in accordance with Para C of Part D of Schedule - II of the Listing Regulations. The details relating to the same are given in Corporate Governance Report, forming part of this annual report. Your Company has developed and implemented a risk management policy and regularly reviews the risk management system and major risks associated with its business activities. The details pertaining to risk management has been covered in the Management Discussion and Analysis, forming part of this annual report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The report on Corporate Governance as stipulated under Listing Regulations forms an integral part of the report and the requisite certificate duly signed by the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report.

Management Discussion and Analysis Report for the Financial Year under review, as stipulated under the Listing Regulations, is presented in a separate section forming part of this annual report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT ("BRSR")

In terms of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility and Sustainability Report for the Financial Year 2023-24 has been included in this annual report.

EMPLOYEE STOCK OPTION

In terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations”) as amended, from time to time, the Nomination and Remuneration Committee of your Board of Directors administer and monitor "G R Infraprojects Limited Employee Stock Option Scheme-2021” (ESOP Scheme-2021) of your Company.

The Nomination and Remuneration Committee has been designated as the Compensation Committee under the ESOP Scheme-2021. During the Financial Year under review, Nomination and Remuneration Committee of the Company in its meeting held on 10^th August 2023 has, inter alia, approved the grant of 3,13,196 stock options to eligible employees of the Company under the ESOP Scheme-2021.

The Company has received a certificate from M/s. Ronak Jhuthawat & Co., Secretarial Auditor, of the Company as required under Regulation 13 of SEBI SBEB Regulations and it confirms that the ESOP Scheme-2021 has been implemented in accordance with this Regulation. The certificate is available for inspection during the AGM of the Company and is also placed at the website of the Company at https://www.grinfra.com/other-compliance/.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company believes that all the women employees should have the opportunity to work in an environment free from any conduct which can be considered as Sexual Harassment. The Company is committed to treat every employee with dignity and respect.

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy. The Company has duly constituted internal complaint committee as required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint has been received by the committee during the Financial Year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March 2024 is available on the Company''s website on https://grinfra.com/wp-content/uploads/2021/07/Annual-Return-for-FY-2023-24.pdf.

DISCLOSURES

1. The Company has neither made any application, nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

2. The Company has not entered into any onetime settlement with any Bank or Financial Institutions, hence disclosure under rule (8)(5)(xii) of Companies (Accounts) Rules, 2014 is not applicable.

3. Neither the Managing Director nor the Wholetime Directors of the Company received any remuneration or commission from any of its subsidiaries.

HUMAN RESOURCE MANAGEMENT

For the Financial Year 2023-24, the Company''s focus remained on attracting and retaining the right talent to support business objectives, improve governance, and foster a diverse and inclusive work culture. Enhanced employee policies and guidelines strengthened engagement and wellbeing, contributing to an improvement in gender diversity. The Company intensified hiring efforts across all levels, achieving significant leadership acquisitions for both corporate and project execution roles. Extensive skill development programs were conducted for site supervisors and vehicle operators to enhance grassroots learning. To reinforce a safety culture, safety training was implemented at every level. Commitment to governance was demonstrated through comprehensive code of conduct training, ensuring ethical standards across operations. A long-term incentive plan, the Employee Stock Option Scheme ("ESOS”), was introduced for senior management to elevate ownership and accountability. Additionally, various HR analytical tools were implemented for equitable decision-making. The Company remains committed to employee-centric strategies for sustained growth.

APPRECIATION

The Board of Directors acknowledges and places on record their sincere appreciation to all the stakeholders, customers, vendors, banks, central and state governments, Government authorities and all other business partners, for their continued co-operation and for the excellent support received from them.

The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidence and faith in the management of the Company.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

For and on behalf of the Board of Directors Ajendra Kumar Agarwal Vikas Agarwal

Place: Gurugram Managing Director Wholetime Director

Date: 29.05.2024 DIN: 01147897 DIN: 03113689

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Mar 31, 2023

Your Directors have pleasure in presenting the Twenty Seventh (27^th) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March 2023.

FINANCIAL HIGHLIGHTS

The financial highlights of your Company for the Financial Year ended 31^st March 2023 is summarized below:

(Amount H in Lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	8,14,758.83	7,91,917.53	9,48,151.49	8,45,834.76
Other Income	18,090.08	13,240.21	8,729.52	6,661.79
Total Revenue	8,32,848.91	8,05,157.74	9,56,881.01	8,52,496.55
Earnings before Interest, Tax & Depreciation and Amortization (EBITDA)	1,49,398.72	1,41,345.70	2,64,099.76	1,80,206.12
Less: Depreciation and Amortization expense	24,565.16	28,163.01	24,565.16	28,163.01
Earnings before Interest & Tax (EBIT)	1,24,833.56	1,13,182.69	2,39,534.60	1,52,043.11
Less: Finance Cost	10,222.03	12,686.69	44,301.10	42,025.82
Profit before exceptional items and Tax (PBT)	1,14,611.53	1,00,496.00	1,95,233.50	1,10,017.29
Exceptional item	-	(308.29)	-	(133.28)
Profit before tax	1,14,611.53	1,00,187.71	1,95,233.50	1,09,884.01
Less: Tax Expense	29,434.73	24,106.17	49,790.82	26,692.66
Profit after Tax (PAT)	85,176.80	76,081.54	1,45,442.68	83,191.35

STATE OF COMPANY''S AFFAIRS

On standalone basis

During the Financial Year under review, your Company has generated revenue from operations amounting to H 8,14,758.83 Lakhs as compared to H 7,91,917.53 Lakhs during the previous financial year witnessing an increase of 2.88%. Profit before tax during Financial Year 2022-23 was H 1,14,611.53 Lakhs compared to H 1,00,187.71 Lakhs during previous financial year, reflecting a increase of 14.40%. Profit after tax was H 85,176.80 Lakhs as against H 76,081.54 Lakhs, with increase of 11.95% from previous Financial Year.

On Consolidated basis

During the Financial Year under review, your Company generated revenue from operations amounting to H 9,48,151.49 Lakhs as compared to H 8,45,834.76 Lakhs during the previous Financial Year recording an increase of 12.10%. Profit before tax during Financial Year 2022-23 was H 1,95,233.50 Lakhs as compared to H 1,09,884.01 Lakhs during previous Financial Year, reflecting a increase of 77.67% Profit after tax was H 1,45,442.68 Lakhs as against H 83,191.35 Lakhs, with increase of 74.83% from previous Financial Year.

BUSINESS OVERVIEW

The Company executes road projects on Engineering Procurement and Construction ("EPC"), Built Operate and Transfer ("BoT") and on Hybrid Annuity Mode ("HAM") basis. As on 31^st March 2023, the order book of the Company stands

at H 26,77,956.64 Lakhs that also includes L1 value of three projects amounting to H 7,25,012 Lakhs.

During the year under review, the Company has been awarded twelve projects with combined Bid Project Cost of H 15,14,570 Lakhs. Out of the Twelve projects, Ten were HAM, and two were EPC projects.

As on date, the Company has a decent mix of 33 BOT Projects. Out of total 33 Projects, 10 are Operational, 13 are under construction and 10 Projects are awaiting appointed date.

During the year under review, the Company has diversified into Ropeways, tunnel works and development of Multi Model Logistics Parks. The letter of award for two Ropeway Projects and one Tunnel project is still awaited.

As part of its in-house integrated model, it has developed inhouse resources with key competencies to deliver a project from conceptualization to completion that includes its design and engineering team, four manufacturing units situated at Udaipur (Rajasthan), Guwahati (Assam), Sandila (Uttar Pradesh) and Ahmedabad (Gujarat) for manufacturing/ fabrication of bitumen, thermoplastic road-marking paint, road signage, metal crash barriers and electric poles.

CHANGE IN NATURE OF BUSINESS

During the Financial Year under review, there was no change in the nature of Company''s business.

CAPITAL STRUCTURE

There was no change in the authorised share capital of the Company during the financial year. The Authorised Capital of the Company as on 31^st March 2023 was H 8,900 Lakhs divided into 17,80,00,000 Equity Shares of H 5 each. The Issued, Subscribed and Paid-up Capital at the end of current financial year stood at H 4,834.46 Lakhs. The Company has not issued any equity shares with differential rights, sweat

equity shares or bonus shares. The Company has only one class of equity shares with face value of H 5/- each.

LISTING OF EQUITY SHARES

The equity shares were listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on 19^th July 2021. The annual listing fee for the Financial Year 2023-24 has been paid to both the stock exchanges.

NON-CONVERTIBLE DEBENTURES (NCDs) During the Financial Year, the Company has issued and allotted following non-convertible debentures ("NCD") on Private Placement basis:
S. No.	Description of NCD	Date of allotment	Issue Size	Name of Trustee
1	Rated Listed Unsecured Redeemable Non-Convertible Debentures	03.06.2022	H99 Crores	Axis Trustee Services Limited
2	Rated Listed Unsecured Redeemable Non-Convertible Debentures	30.08.2022	H50 Crores	Vardhman Trusteeship Private Limited
The aforesaid NCDs are listed on Whole Debt Segment Market at BSE Limited. The details of Debenture Trustee are available on the Company''s website at https://www.erinfra.com/contact-investor-erievances/.

DIVIDEND

With a view to conserve resources for funding future business requirements and expansion plans, your directors think it is prudent not to recommend any dividend for the financial year ended 31^st March 2023 (previous year: Nil).

DIVIDEND DISTRIBUTION POLICY

In accordance with the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("listing regulations"), Dividend Distribution Policy is available on

the Company''s website at https://grinfra.com/wp-content/ uploads/7071/08/Dividend-Distribution-policy.pdf.

TRANSFER TO RESERVE

The Company has not transferred any amount to the reserves of the Company during the Financial year under review.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the closure of the Financial Year 2022-23 till the date of this Report, which would affect the financial position of your Company

SUBSIDIARY, ASSOCIATE OR JOINT VENTURES

As on 31^st March 2023, the Company was having Twenty Four (24) Subsidiaries and Seven (7) Joint Ventures. During the Financial Year under review, the Company has incorporated/acquired seven wholly owned subsidiaries whereas one company ceased to be Company''s subsidiary, details of which are provided hereunder:

S. No.	Name of the Subsidiary	Date of Incorporation/acquisition*/ Cessation$
1	GR Bhimasar Bhuj Highway Private Limited	15.04.2022
2	GR Bandikui Jaipur Expressway Private Limited	18.04.2022
3	GR Ujjain Badnawar Highway Private Limited	19.04.2022
4	GR Bamni Highway Private Limited	19.04.2022
5	GR Madanapalli Pileru Highway Private Limited	20.04.2022
6	GR Govindpur Rajura Highway Private Limited	20.04.2022
7	Rajgarh Transmission Limited	30.05.2022*
8	GR Highways Investment Manager Private Limited	12.12.2022$

Performance of subsidiaries, associates and joint ventures

The performance of the subsidiaries of the Company is summarized in Form AOC-1 attached to the Financial Statements of the Company in pursuance of Section 129 of the Companies Act, 2013. The contribution of subsidiaries and joint venture to the overall performance of the Company is also provided in Note No. 44 to the Consolidated Financial Statements.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards and as per Companies (Indian Accounting Standards) Rules, 2015 which forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s Operation in future.

AUDITORS AND AUDITOR''S REPORT

Statutory Auditors

The shareholders of the Company in their Annual General Meeting held on 27^th September 2021, have appointed M/s S R B C & Co LLP, Chartered Accountants (FRN: 324982E/ E300003) as the Statutory Auditors for a period of Five years to hold office from the conclusion of the Twenty Fifth (25^th) Annual General Meeting till the conclusion of Thirtieth (30^th) Annual General Meeting of the Company.

M/s S R B C & Co LLP, Chartered Accountants have audited the standalone and consolidated financial statements ("Financial Statements") of the Company for the Financial Year under review. The Auditors have issued an unmodified opinion on the financial statements, for the financial year ended 31^st March 2023. There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government. The Auditors'' Reports on the financial statements of the Company forms part of this Annual Report. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation.

Secretarial Auditors

M/s Ronak Jhuthawat & Co., Company Secretaries, were appointed to conduct Secretarial Audit of the Company for the financial year ended 31^st March 2023. The Secretarial Audit Report for the said Financial Year is annexed herewith and forms part of this Report as Annexure-I. The report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Company has maintained cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s Rajendra Singh Bhati & Co.,

Cost Accountants (Firm registration number 101983) have carried out the cost audit during the financial year 2022-23. 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 Rajendra Singh Bhati & Co., as Cost Auditors of the Company for conducting the audit of cost records for the financial year 2023-24 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014. The remuneration proposed to be paid to the Cost Auditor is subject to ratification by the members of the Company at the ensuing Annual General Meeting.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s Mahajan & Aibara Chartered Accountants LLP, Chartered Accountants as Internal Auditor to conduct Internal Audit of the Company. The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year under review, Mr. Rajan Malhotra (DIN: 09613669) was appointed as an Additional Director (Non-Executive Independent) with effect from 27^th May 2022. The appointment of Mr. Malhotra was further regularized as Independent Director of the Company, by the Shareholders in the Annual General Meeting held on 25^th August 2022, for a period of five years with effect from 27^th May 2022.

Mr. Ramesh Chandra Jain (DIN: 09069250) ceased to be the Director of the Company with effect from 30^th November 2022 due to his other preoccupation in the business operations of the Company. The Board places on record its appreciation for valuable contribution made by Mr. Ramesh Chandra Jain during his tenure as Wholetime Director of the Company.

In terms of applicable provisions of the Act and the Articles of Association of the Company, Mr. Vinod Kumar Agarwal (DIN: 00182893), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors recommend the re-appointment of Mr. Agarwal as Director of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of listing regulations. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act and Rules made thereunder. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

As required under Regulation 46(2)(i) of the Listing Regulations, the details of familiarization programmes conducted during financial year is placed on the Company''s website and the same can be accessed at https://www. grinfra.com/other-compliance/.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors hereby confirm that:

1. In the preparation of the Annual Accounts for the Financial Year 2022-23, the applicable accounting standards had been followed and there are no material departures;

2. They had selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and

fair view of the state of affairs of the Company at the end of financial year and of the Profit of the Company for the financial year;

3. They had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They had prepared annual accounts on a going concern basis.

5. The Company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

THE	CONSERVATION OF ENERGY, TECHNOLOGY	ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as
required to be disclosed under the Act is given below:
A.	Conservation of energy
i.	the steps taken or impact on conservation of energy	In view of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those implemented by the Company.
ii.	the steps taken by the company for utilizing alternate	In view of business activities of the Company, no substantial
	sources of energy	steps are required to be taken for conservation of energy other than those implemented by the Company.
iii.	the capital investment on energy conservation equipments	-
B.	Technology absorption
i.	the efforts made towards technology absorption	No specific efforts made other than in the ordinary course of execution of the Project.
ii.	the benefits derived like product improvement, cost reduction, product development or import substitution	Not Applicable
iii.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) a. the details of technology imported b. the year of import c. whether the technology been fully absorbed d. if not fully absorbed, areas where absorption has	Not Applicable
	not taken place, and the reasons thereof
iv.	the expenditure incurred on Research and Development	Nil
C.	Foreign exchange earnings and outgo
i.	Foreign Exchange earnings	NIL (Previous year H 17.10 Lakhs)
ii	Foreign Exchange outgo	H 6,101.10 Lakhs (Previous year H 8,373.71 Lakhs)

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In accordance with the provisions of Section 188 of the Act and rules made thereunder, all the contracts/arrangements/ transactions entered into by the Company during the year under review with Related Parties were on an arm''s length basis and in the ordinary course of business. All related party transactions were approved by the Audit Committee as per the provisions of the Act and the listing regulations. The policy on related party transactions is available on the Company''s website.

The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report. During the year, there are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large.

During the year, your Company had entered into material Related Party Contracts/ arrangements with wholly owned subsidiaries of your Company, details of which are disclosed in Form AOC-2 as "Annexure-II".

PARTICULARS OF EMPLOYEES

Particulars of Employees drawing remuneration in excess of limits prescribed by provision of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III(a).

Further, disclosures pertaining to remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also given under Annexure III(b).

VIGIL MECHANISM

As per Section 177(9) of the Companies Act, 2013, your Company has formulated an effective Vigil Mechanism which provides a robust framework for dealing with genuine concerns & grievances. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. During Financial Year under review no complaint was received by the Company.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its Committees and the individual Directors was carried out for Financial Year 2022-23. Led by the Board of Directors, the evaluation was carried out using individual questionnaires covering, amongst others, composition of Board, conduct as per Company values & beliefs, contribution towards

development of thestrategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership, etc. The performance evaluation of the respective Committees and that of Directors was done by the Board excluding the Director being evaluated.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments as required by the provisions of Section 186 of the Act and the rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company. Your Company falls within scope of the definition "Infrastructure Company" as provided by the Companies Act, 2013. Accordingly, the Company is exempted from the provisions of Section 186 of the Act with regards to Loans, Guarantees and Investments.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management discussion and Analysis, forming part of this report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Seven meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

AUDIT COMMITTEE

Your Company has a duly constituted Audit Committee, its composition as well as charter are in line with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the listing regulations. The details relating to the same are given in Corporate Governance Report forming part of the Annual Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The brief outline of CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities, along with other details for Financial Year 2022-23 forms part of Annual Report on Corporate Social Responsibility as Annexure - IV to this Report. The Chief Financial Officer of the Company has certified that CSR Funds so disbursed for the projects have been utilized for the purposes and in the manner as approved by the Board. The CSR Policy of the Company is placed on its website on https://www. grinfra.com/wp-content/uploads/7070/07/corporate-social-responsibility-policy.pdf.

NOMINATION & REMUNERATION COMMITTEE

Pursuant to provisions of Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the listing regulations, the Company has duly constituted Nomination and Remuneration Committee. The details relating to the same are given in Corporate Governance Report forming part of the Annual Report.

The Committee identifies persons qualified to become Directors, and recommends to the Board the appointment, remuneration and removal of the Directors and senior management. The Committee''s role also includes formulation of criteria for evaluation of performance of the Directors & the Board as a whole, and administration of the Employee Stock Option Schemes of the Company. Nomination and Remuneration Policy is placed on the website of the Company https://www. grinfra.com/wp-content/uploads/2020/02/Nomination-and-Remuneration-Policy-1.pdf. All the recommendations made by the Nomination and Remuneration Committee during the year were accepted by the Board.

RISK MANAGEMENT SYSTEM

The Board of Directors of the Company has constituted Risk Management Committee in accordance with Regulation 21 of the listing regulations. The terms of reference of Risk Management Committee are in accordance with of Para C of Part D of Schedule II of the listing regulations. The details relating to the same are given in Corporate Governance Report forming part of the Annual Report. Your company has developed and implemented a risk management policy and regularly reviews the risk management system and major risks associated with its business activities. The details pertaining to risk management has been covered in the Management Discussion and Analysis, which forms part of this report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The report on Corporate Governance as stipulated under listing regulations forms an integral part of the report and the requisite Certificate duly signed by the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report.

Management''s Discussion and Analysis Report for the year, as stipulated under the listing regulations, is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In terms of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility and Sustainability Report for the financial year 2022-23 has been included in this Annual Report.

EMPLOYEE STOCK OPTION

In terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations") as amended, from time to time, the Nomination and Remuneration Committee of your Board of Directors administer and monitor "G R Infraprojects Limited Employee Stock Option Scheme-2021" (ESOP Scheme-2021) of your Company.

The Nomination and Remuneration Committee has been designated as the Compensation Committee under the ESOP Scheme-2021. During the year under review, no grants were made under the ESOP Scheme-2021.

The Company has received a certificate from M/s. Ronak Jhuthawat & Co., Secretarial Auditor of the Company as required under Regulation 13 of SEBI SBEB Regulations and it confirms that the ESOP Scheme-2021 has been implemented in accordance with these Regulations. The Certificate is available for inspection during the AGM of the Company and is also placed at the website of the Company at https://www. grinfra.com/other-compliance/.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy. The Company has duly constituted internal complaint committee as required under the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint has been received by the committee during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March 2023 is available on the Company''s website on https://grinfra.com/wp-content/ uploads/2021/07/Annual-Return-for-FY-2022-23.pdf.

DISCLOSURES

1. The Company has neither made any application, nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

2. The Company has not entered into any onetime settlement with any Bank or Financial Institutions, hence disclosure under rule (8)(5)(xii) of Companies (Accounts) Rules 2014 is not applicable.

3. Neither the Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries.

HUMAN RESOURCE MANAGEMENT

Our leadership adopts and fosters a culture of business excellence to achieve organization goals with effective entrepreneurship, financial discipline, innovation and

teamwork. The company ensures to garner high employee morale through effective training, continuous learning and competence enhancement. We promote fairness and transparency in our practices, leverage digitalization and encourage innovation to create sustainable development of business. Our employee engagement philosophy is to augment overall employee experience through 3Es of: Empower, Enable and Engagement. As the company grows and diversifies, there is an ever-increasing need to onboard talent at a massive scale in a highly competitive market. Our HR team works relentlessly to ensure a well-oiled talent pipeline to facilitate the development of the company. Our endeavor is to create policies and procedures to promote employee wellbeing and productivity.

APPRECIATION

The Board of Directors acknowledges and places on record their sincere appreciation to all stakeholders, customers, vendors, banks, Central and State Governments, Government authorities and all other business partners, for their continued co-operation and for the excellent support received from them.

The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidence and faith in the management of the Company.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

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Mar 31, 2022

Your Directors have pleasure in presenting the Twenty Sixth (26^th) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March 2022.

FINANCIAL HIGHLIGHTS

The financial highlights of your Company for the Financial Year ended 31^st March 2022 is summarized below:

(Amount '' in Lakhs)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	7,91,917.53	7,24,445.50	8,45,834.76	7,84,413.05
Other Income	13,240.21	12,748.84	6,661.79	7,015.71
Total Revenue	8,05,157.74	7,37,194.34	8,52,496.55	7,91,428.76
Earnings before Interest, Tax & Depreciation and Amortization (EBITDA)	1,41,345.70	1,43,786.65	1,80,206.72	1,91,988.52
Less: Depreciation and Amortization expense	28,163.01	22,683.88	28,163.01	22,709.05
Earnings before Interest & Tax (EBIT)	1,13,182.69	1,21,102.77	1,52,043.11	1,69,279.47
Less: Finance Cost	12,686.69	13,957.59	42,025.82	36,169.43
Profit before exceptional items and Tax (PBT)	1,00,496.00	1,07,145.18	1,10,017.29	1,33,110.04
Exceptional item	(308.29)	0.00	(133.28)	0.00
Profit before tax	1,00,187.71	1,07,145.18	1,09,884.01	1,33,110.04
Less: Tax Expense	24,106.17	29,084.26	26,692.66	37,627.12
Profit after Tax (PAT)	76,081.54	78,060.92	83,191.35	95,482.92

STATE OF COMPANY AFFAIRS On standalone basis

During the Financial Year under review, your Company has generated revenue from operations amounting to '' 7,91,917.53 Lakhs as compared to '' 7,24,445.50 Lakhs during the previous financial year witnessing an increase of 9.31%. Profit before tax during Financial Year 2021-22 was '' 1,00,187.71 Lakhs compared to '' 1,07,145.18 Lakhs during previous financial year, reflecting a decrease of 6.49%. Profit after tax was '' 76,081.54 Lakhs as against '' 78,060.92 Lakhs, with decrease of 2.54% from previous Financial Year.

On Consolidated basis

During the Financial Year under review, your Company generated revenue from operations amounting to '' 8,45,834.76 Lakhs as compared to '' 7,84,413.05 Lakhs during the previous Financial Year recording an increase of 7.83%. Profit before tax during Financial Year 2021-22 was '' 1,09,884.01 Lakhs as compared to '' 1,33,110.04 Lakhs during previous Financial Year, reflecting a decrease of 17.45% Profit after tax was '' 83,191.35 Lakhs as against '' 95,482.92 Lakhs, with decrease of 12.87% from previous Financial Year.

CHANGE IN NATURE OF BUSINESS

During the Financial Year under review, there was no change in the nature of Company''s business.

BUSINESS OVERVIEW

The Company executes road projects on Engineering Procurement and Construction (“EPC”), Built Operate and

Transfer (“BoT”) and on Hybrid Annuity Mode (“HAM”) basis. As on 31^st March 2022, the order book of the Company stands at '' 13,10,390.26 Lakhs. During the year under review, the Company has been awarded ten projects with combined order value of '' 9,34,988 Lakhs. Out of the ten projects, eight were HAM Projects, one was metro project and one was power transmission project. As on date, the Company has a decent mix of One BOT Annuity and Twenty-Two HAM and One Power Transmission Project(s). Out of total 24 Projects, 8 are Operational, 8 are under construction and 8 Projects are awaiting appointed date. Geographically, the operations of the Company are spread in Sixteen States. Apart from roads, the Company is diversifying into other infrastructure segments such as Railways, Metro and Power Transmission. As part of its in-house integrated model, it has developed in-house resources with key competencies to deliver a project from conceptualization to completion that includes its design and engineering team, four manufacturing units situated at Udaipur (Rajasthan), Guwahati (Assam), Sandila (Uttar Pradesh) and Ahmedabad (Gujarat) for manufacturing/ fabrication of bitumen, thermoplastic road-marking paint, road signage, metal crash barriers and electric poles.

CAPITAL STRUCTURE

The Authorised Capital of the Company as on 31^st March 2022 was '' 8,900 Lakhs divided into 178,000,000 Equity Shares of '' 5 each. The Issued, Subscribed and Paid-up Capital at the end of current financial year stood at '' 4,834.45 Lakhs. The Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with face value of '' 5/- each.

LISTING OF EQUITY SHARES

The equity shares were listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) on 19^th July 2021. The annual listing fee for the Financial Year 2022-23 has been paid to both the stock exchanges.

NON-CONVERTIBLE DEBENTURES (NCDs)

During the Financial Year, the Company has issued and allotted following non-convertible debentures (“NCD”) on Private Placement basis:

S. No. Description of NCD	Date of allotment	Issue Size	Name of Trustee
1 Rated listed unsecured redeemable	02-06-2021	'' 150 Crores
non-convertible debentures
2 Rated listed unsecured redeemable non-convertible debentures	07-10-2021	'' 150 Crores	Axis Trustee Services Limited
3 Rated, unsecured, redeemable	20-01-2022	'' 75 Crores
non-convertible, listed debentures

The aforesaid NCDs are listed on Whole Debt Segment Market at BSE Limited. The details of Debenture Trustee are available on the Company''s website i.e. https://www.grinfra.com/contact-investor-grievances/.

DIVIDEND

Considering the future development plans of the company along with requirement of the funds for execution of those plans, your directors think it is prudent not to recommend any dividend to the shareholders for the financial year ended 31^st March 2022 (previous year: Nil).

DIVIDEND DISTRIBUTION POLICY

In accordance with the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“listing

regulations”), Dividend Distribution Policy is available on the Company''s website on https://grinfra.com/wp-content/ uploads/2021/08/Dividend-Distribution-policv.pdf.

TRANSFER TO RESERVE

The Company has not transferred any amount to the reserves of the Company during the Financial year under review.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company from the end of the Financial Year till the date of this report.

SUBSIDIARY, ASSOCIATE OR JOINT VENTURES

As on 31^st March 2022, the Company was having Eighteen (18) Subsidiaries and Fourteen (14) Joint Ventures. During the Financial Year under review, the Company has incorporated three wholly owned subsidiaries and two foreign companies ceased to be Company''s subsidiaries, details of which are provided hereunder:

Incorporation		Date of Incorporation/ Cessation
S. No. Name of the Subsidiary
1	GR Amritsar Bathinda Highway Private Limited	07.10.2021
2	GR Ludhiana Rupnagar Highway Private Limited	12.10.2021
3	GR Highways Investment Manager Private Limited	23.03.2022
Cessation
4	GR Building and Construction Nigeria Limited	19.12.2021
5	G R Infrastructure Limited	19.12.2021

Performance of subsidiaries, associates and joint ventures

The performance of the subsidiaries of the Company is summarized in Form AOC - 1 attached to the Financial Statements of the Company in pursuance of Section 129 of the Companies Act, 2013 (“the act”). The contribution of subsidiaries and joint venture to the overall performance of the Company is also provided in Note No. 44 to the Consolidated Financial Statements.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards and as per Companies (Indian Accounting Standards) Rules, 2015 which forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s Operation in future.

AUDITORS AND AUDITOR’S REPORT Statutory Auditors

Consequent upon mandatory rotation of M/s B S R & Associates LLP (FRN: 116231W/W-100024), the shareholders of the Company at their Annual General Meeting held on 27^th September 2021, have appointed M/s S R B C & Co LLP, Chartered Accountants (FRN: 324982E/ E300003) as the Statutory Auditors for a period of Five years to hold office from the conclusion of the Twenty Fifth (25^th) Annual General Meeting till the conclusion of Thirtieth (30^th) Annual General Meeting of the Company.

M/s S R B C & Co LLP, Chartered Accountants have audited the standalone and consolidated financial statements (“Financial Statements”) of the Company for the Financial Year under review. The Auditors have issued an unmodified opinion on the financial statements, for the financial year ended 31^st March 2022. There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Companies Act, 2013 and the Rules framed thereunder. The Auditors'' Reports on the financial statements of the Company forms part of this Annual Report. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation.

Secretarial Auditors

M/s Ronak Jhuthawat & Co., Company Secretaries, were appointed to conduct Secretarial Audit of the Company for the financial year ended 31^st March 2022. The Secretarial Audit Report for the said Financial Year is annexed herewith and forms part of this Report as Annexure-I. The report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Company has maintained cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s Rajendra Singh Bhati & Co., Cost Accountants (Firm registration number 101983) have carried out the cost audit during the financial year 2021-22. 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 Rajendra Singh Bhati & Co., as Cost Auditors of the Company for conducting the audit of cost records for the financial year 2022-23 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014. The remuneration proposed to be paid to the Cost Auditor is subject to ratification by the members of the Company at the ensuing Annual General Meeting.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s Mahajan & Aibara Chartered Accountants LLP, Chartered Accountants as Internal Auditor to conduct Internal Audit of the Company. The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year under review, Mr. Vikas Agarwal (DIN: 03113689) and Mr. Ramesh Chandra Jain (DIN: 09069250) were appointed as Wholetime Directors of the Company for a period of five years with effect from 1^st April 2021. Mr. Rajendra Kumar Jain (DIN: 00144095) was appointed as Independent Director of the Company for a period of five years with effect from 1^st April 2021. The Board appointed Mr. Desh Raj Dogra (DIN: 00226775) as an Additional Director (Non-Executive Independent) with effect from 12^th May 2021 and was appointed as Non-Executive Independent Director in Annual General Meeting held on 27^th September 2021.

Mr. Mahendra Kumar Doogar (DIN: 00319034) ceased to be the Director of the Company with effect from 4^th May 2021 due to his sad demise. The Board places on record its appreciation for valuable contribution made by Mr. Mahendra Kumar Doogar during his tenure as Independent Director of the Company.

In terms of applicable provisions of the Act and the Articles of Association of the Company, Mr. Vikas Agarwal (DIN: 03113689) and Mr. Ramesh Chandra Jain (DIN: 09069250), Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Board of Directors in their meeting held on 27^th May 2022, appointed Mr. Rajan Malhotra (DIN: 09613669) as Additional Director (Non-executive Independent) of the Company. In accordance with provisions of Section 160 of the Act, Mr. Malhotra holds office upto the date of ensuing Annual General Meeting of the Company. Your Directors recommend appointment of Mr. Rajan Malhotra as Independent Director of the Company for a period of five years with effect from 27^th May 2022. The Company had received declaration from Mr. Rajan Malhotra confirming that he fulfils the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16 of listing regulations (including statutory re-enactment thereof for the time being in force). In the opinion of the Board, Mr. Malhotra is a person of integrity and has adequate experience and expertise to serve as an independent Director.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of listing regulations. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act and Rules made thereunder. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors hereby confirm that:

1. In the preparation of the Annual Accounts for the Financial Year 2021-22, the applicable accounting standards had been followed and there are no material departures;

2. They had selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the Profit of the Company for the financial year;

3. They had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They had prepared annual accounts on a going concern basis.

5. The Company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DEPOSITS

During the financial year 2021-22, your Company had neither accepted nor renewed any deposit within the meaning of the provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposits) Rules, 2014.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In accordance with the provisions of Section 188 of the Act and rules made thereunder, all the contracts/arrangements/ transactions entered into by the Company during the year under review with Related Parties were on an arm''s length basis and in the ordinary course of business. All related party transactions were approved by the Audit Committee as per the provisions of the Act and the listing regulations. The policy on related party transactions is available on the Company''s website.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act is given below:

A. Conservation of energy
i. the steps taken or impact on conservation of energy	In view of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those implemented by the Company.
ii. the steps taken by the company for utilizing alternate In view of business activities of the Company, no substantial sources of energy steps are required to be taken for conservation of energy other than those implemented by the Company.
iii. the capital investment on energy conservation equipments	-
B. Technology absorption
i. the efforts made towards technology absorption	No specific efforts made other than in the ordinary course of execution of the Project.
ii. the benefits derived like product improvement, cost Not Applicable reduction, product development or import substitution
iii. in case of imported technology (imported during the last Not Applicable three years reckoned from the beginning of the financial year) a. the details of technology imported b. the year of import c. whether the technology been fully absorbed d. i f not fully absorbed, areas where absorption has not taken place, and the reasons thereof
iv. the expenditure incurred on Research and Development	Nil
C. Foreign exchange earnings and Outgo
i. Foreign Exchange earnings ii. Foreign Exchange expenditure	'' 17.10 Lakhs (Previous year ''280.10 Lakhs) '' 8373.71 Lakhs (Previous year '' 3,384.74 Lakhs)

The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report. During the year under review, there are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large.

During the year under review, your Company had entered into material Related Party Contracts/ arrangements with wholly owned subsidiaries of your Company details of which are disclosed in Form AOC-2 as “Annexure-M”.

PARTICULARS OF EMPLOYEES

Particulars of Employees drawing remuneration in excess of limits prescribed by provision of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III(a).

Further, disclosures pertaining to remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also given under Annexure III(b).

VIGIL MECHANISM

As per Section 177(9) of the Companies Act, 2013, your Company has formulated an effective Vigil Mechanism which provides a robust framework for dealing with genuine concerns & grievances. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. During Financial Year under review no complaint was received by the Company.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its Committees and the individual Directors was carried out for Financial Year 2021-22. Led by the Board of Directors, the evaluation was carried out using individual questionnaires covering, amongst others, composition of Board, conduct as per Company values & beliefs, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership, etc. The performance evaluation of the respective Committees and that of Directors was done by the Board excluding the Director being evaluated.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans guarantee and investments as required by the provisions of Section 186 of the Act and the rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company. Your Company falls within scope of the definition “Infrastructure Company” as provided by the Companies Act, 2013. Accordingly, the Company is exempted from the provisions of Section 186 of the Act with regards to Loans, Guarantees and Investments.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management discussion and Analysis, forming part of this report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The details of the number of Board meetings of your Company are set out in the Corporate Governance Report which forms part of the Report.

AUDIT COMMITTEE

Your Company has a duly constituted Audit Committee, its composition as well as charter are in line with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the listing regulations. The details relating to the same are given in Corporate Governance Report forming part of the Annual Report.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The brief outline of CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities, along with other details for Financial Year 2021-22 forms part of Annual Report on Corporate Social Responsibility as Annexure - IV to this Report. The Chief Financial Officer of the Company has certified that CSR Funds so disbursed for the projects have been utilized for the purposes and in the manner as approved by the Board. The CSR Policy of the Company is placed on its website on https://www. grinfra.com/wp-content/uploads/2020/02/corporate-social-responsibility-policy.pdf.

NOMINATION & REMUNERATION COMMITTEE (“NRC”)

Pursuant to provisions of Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the listing regulations, the Company has duly constituted Nomination and Remuneration Committee. The details relating to the same are given in Corporate Governance Report forming part of the Annual Report.

The Company has formulated a policy on Nomination and Remuneration Policy to formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a directors of the Company, to specify the manner of evaluation of performance of Board, its Committees, Individual Directors and to recommend to the Board, policy relating to remuneration of Directors, Key Managerial Personnel, and other employees of the Company. Nomination and Remuneration Policy is placed on the website of the Company https://www.grinfra.com/wp-content/uploads/2020/02/Nomination-and-Remuneration-Policy-1.pdf. All the recommendations made by the Nomination and Remuneration Committee during the year were accepted by the Board.

RISK MANAGEMENT SYSTEM

The Board of Directors of the Company has constituted Risk Management Committee in accordance with Regulation 21 of the listing regulations. The terms of reference of Risk Management Committee are in accordance with of Para C of Part D of Schedule II of the listing regulations. The details relating to the same are given in Corporate Governance Report forming part of the Annual Report. Your company has developed and implemented a risk management policy and regularly reviews the risk management system and major risks associated with its business activities. The details pertaining to risk management has been covered in the Management Discussion and Analysis, which forms part of this report.

CORPORATE GOVERNANCE AND

MANAGEMENT DISCUSSION & ANALYSIS

The report on Corporate Governance as stipulated under listing regulations forms an integral part of the report and the requisite Certificate duly signed by the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report.

Management''s Discussion and Analysis Report for the year under review, as stipulated under the listing regulations, is presented in a separate section forming part of this Annual Report.

DISCLOSURES

1. In terms of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility Report for the financial year 2021-22 has been included in this Annual Report.

2. The Company has neither made any application, nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

3. The Company has not entered into any onetime settlement with any Bank or Financial Institutions, hence disclosure under rule (8)(5)(xii) of Companies (Accounts) Rules 2014 is not applicable.

4. Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy. The Company has duly constituted internal complaint committee as required under the provisions Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint has been received by the committee during the year under review.

COMPLIANCE WITH SECRETARIALSTANDARDS

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March 2022 is available on the Company''s website on https://grinfra.com/wp-content/ uploads/2021/07/Annual-Return-for-FY-2021-22.pdf.

HUMAN RESOURCE MANAGEMENT

G R Infraprojects Limited is supported by an evolving and dynamic leadership. Our people are our assets and the key driver of business growth and success. The Company continuously strives to attract high quality talent and develop them by providing a healthy and enabling work environment. As an organisation, we incorporate and promote fair Human Resource practices, by leveraging digital technologies with a focus on capability building as we develop a future-ready organisation. Our philosophy is rooted to facilitating employee care, strengthening employee relations, and augmenting overall employee experience through Enablement, Empowerment, Enrichment, Ensure, Entrust, Efficiency and Engagement. As the company grows and diversifies, there is an ever-increasing need to onboard talent at a massive scale in a highly competitive market. Our HR team works relentlessly to ensure a well-oiled talent pipeline to facilitate the development of the company. Our endeavour is to create policies and procedures to promote employee wellbeing and productivity. We provide best-inclass boarding and lodging facilities at our project sites and strive to provide a work and personal life balance. We provide medical plans to extend care to our people and their families. Additionally, we have established mechanisms to facilitate two-communication and for people to bring forth any matters of concern for management perusal.

APPRECIATION

Your directors take this opportunity to thank various Government Authorities, including National Highways Authority of India, Ministry of Road Transport & Highways, Public Works Departments, Ministry of Railways, Central and State Governments and Shareholders for their support, continuous co-operation and guidance.

Your Board appreciates the relentless effort of the Management Team and our employees who steers the Company in achieving its goals and gratefully acknowledge their contribution to the Company.

Your directors also take this opportunity to express their gratitude for the valuable assistance and the trust placed by the Bankers, Lenders, Vendors, Customers, Advisors, Rating Agencies, Stock Exchanges and the general Public towards the Company.