Dear Members,

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


FINANCIAL SUMMARY / HIGHLIGHTS


(  In Lakhs)


  

    
Particulars
    
Standalone
    
Consolidated
  
  

    
Financial
    
Financial
    
Financial
    
Financial
  
  

    
Year 2024-25
    
Year 2023-24
    
Year 2024-25
    
Year 2023-24
  
  

    
Revenue from Operations
    
590.67
    
734.60
    
27,428.63
    
37,972.21
  
  

    
Other Income
    
791.33
    
650.92
    
2,179.79
    
1,137.79
  
  

    
Gain on Cessation of Control in Subsidiary
    
-
    
-
    
18,392.16
    
-
  
  

    
Total Income
    
1,382.00
    
1,385.52
    
48,000.58
    
39,110.00
  
  

    
Profit/loss before Depreciation, Finance Costs, Exceptional items and
    Tax Expense
    
(30,070.65)
    
462.03
    
26,231.59
    
14,907.67
  
  

    
Less: Depreciation & Amortization
    
5.71
    
5.93
    
7,414.38
    
8,191.88
  
  

    
Profit/(loss) before Finance Costs, Exceptional items and Tax Expense
    
(30,076.36)
    
456.10
    
18,817.21
    
6,715.79
  
  

    
Less: Finance Costs
    
948.42
    
3,443.97
    
5,414.13
    
18,819.35
  
  

    
Profit /(loss) before share of Profit/(Loss) of Associates,
    
(31,024.78)
    
(2,987.87)
    
13,403.08
    
(12,103.56)
  
  

    
Exceptional items and Tax Expense
    

    

    

    

  
  

    
Share of Profit / (loss) of Associates
    
-
    
-
    
-
    
-
  
  

    
Add/(less): Exceptional items
    
-
    
-
    
-
    
-
  
  

    
Profit /loss before Tax Expense
    
(31,024.78)
    
(2,987.87)
    
13,403.08
    
(12,103.56)
  
  

    
Less: Tax Expense (Current & Deferred)
    
(209.72)
    
(780.99)
    
(209.72)
    
(780.99)
  
  

    
Profit /loss for the year (1)
    
(30,815.06)
    
2,206.88
    
13,612.80
    
(11,322.57)
  
  

    
Total other Comprehensive Income/loss (2)
    
0.86
    
3.23
    
80.87
    
63.58
  
  

    
Total (1+2)
    
(30,814.20)
    
(2,203.65)
    
13,693.67
    
(11,258.99)
  
  

    
Profit / (Loss) for the year attributable to:
    

    

    

    

  
  

    
Owners of the Company
    
-
    
-
    
14,111.60
    
(11,200.10)
  
  

    
Non-Controlling Interest
    
-
    
-
    
(498.80)
    
(122.47)
  
  

    
Other Comprehensive Income for the year attributable to:
    

    

    

    

  
  

    
Owners of the Company
    
-
    
-
    
60.06
    
55.37
  
  

    
Non-Controlling Interest
    
-
    
-
    
20.81
    
8.21
  
  

    
Total Comprehensive Income for the year attributable to:
    

    

    

    

  
  

    
Owners of the Company
    
-
    
-
    
14,171.66
    
(11,144.73)
  
  

    
Non-Controlling Interest
    
-
    
-
    
(477.99)
    
(114.26)
  
  

    
Balance brought forward from the previous year
    
(42,354.29)
    
(40,150.63)
    
(98,740.14)
    
(87,595.41)
  
  

    
Balance carried to Balance Sheet
    
(73,169.49)
    
(42,354.29)
    
(84,568.48)
    
(98,740.14)
  


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

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

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

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


  

    
Particulars
    
FY 2024-25
    
FY 2023-24
  
  

    
Current Ratio
    
0.92
    
1.00
  
  

    
Debt-Equity Ratio
    
0.64
    
0.37
  
  

    
Debt Service Coverage Ratio
    
(0.77)
    
0.01
  
  

    
Return on Equity Ratio
    
(54.00)
    
(3.00)
  
  

    
Trade Receivable Turnover Ratio
    
1.52
    
1.95
  
  

    
Trade Payables Turnover Ratio
    
0.98
    
1.10
  
  

    
Net Capital Turnover Ratio
    
(0.19)
    
(12.51)
  
  

    
Net Profit Ratio
    
(5216.97)
    
(300.00)
  
  

    
Return on Capital Employed
    
(53.09)
    
0.45
  
  

    
Return on Investment
    
(48.86)
    
0.21
  


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

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

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

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

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

• Net Profit Ratio decreased due to increased losses during the year under review.


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

• Return on Investment has decreased due to impairment in Investment during the
year under review.


DIVIDEND


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


TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES


Pursuant to the Investor Education and Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016 (as amended from time to time), an amount of _33,351/- towards unpaid/
unclaimed dividend was transferred during the year under review to the Investor Education
and Protection Fund ("IEPF").

Further, the Company has also transferred 5,738 equity shares of _10/- each to the
credit of the IEPF, in compliance with the said Rules.


TRANSFER TO RESERVES


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


PROMOTERS' GROUP SHAREHOLDING


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

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

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


PUBLIC DEPOSITS


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


MANAGEMENT DISCUSSION & ANALYSIS REPORT

ECONOMY OUTLOOK

Global Economy


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

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

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

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

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

Sources: EY, SP Global, IMF World Economic Outlook


DOMESTIC ECONOMY


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

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


India Fiscal Year GDP Growth (%)


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

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

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

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

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


OUTLOOK


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

Source: Deloitte Global Economic Research Center


INDUSTRY SECTOR AND OUTLOOK


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

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

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

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

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

Source:https://www.india-briefing.com/news/indias-construction-equipment-market-second-largest-worldwide-by-2030-32585.html/


Investment Opportunities in the Roads Sector


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


Project based Planning (Past)- 


Development of Golden 

Quadrilateral and North-South(N-S) & East-West(E-W) corridors under National
Highway Development Project (NHDP) & Planning majorly at project level in subsequent
NHDP phases.


Corridor based Planning (Present)- 


Focus on development of major corridors across country. Consistent user experience
& connectivity to economic centers- Bharatmala Pariyojana.


Integrated Infrastructure Planning (Future)- 


Development of a Plan of High-speed road corridor network. Plan for Vision 2047. Focus
on multimodal transport.


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


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

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

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


Boosting Private Investment in Highway Infrastructure


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

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

Source: 20250630_UAE Conference_v2


National Highways: Construction & Achievements

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


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


CCEA Approvals for 8 National High Speed Corridor Projects: The Cabinet Committee
on Economic Affairs (CCEA) chaired by the Hon'ble Prime Minister has approved the
development of 08 important National High Speed Corridor projects with a Length of 936 km
at a cost of _ 50,655 Crore across the country. 


Asset Monetisation:


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

In FY 2024–25, NHAI awarded TOT Bundle 16—a 251 km stretch on the
Hyderabad–Nagpur corridor (NH-44) in Telangana—to M/s Highway Infrastructure
Trust for _6,661 Crore for a 20-year period.

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

(iii) Securitisation Through SPV Model: A Special Purpose Vehicle(SPV)/DME (100%
owned by NHAI) has been created by bundling road assets under consideration and
securitizing the future user fee from road assets. NHAI will collect toll, maintain the
road assets and periodically transfer payments to the SPV sufficient for servicing debt
obligations at SPV level. About _ 8,646 Crore in 2023-24 have been raised totalling _
42,207 Crore so far through this method (DME-Delhi Mumbai Expressway) by NHAI.


Logistics & Allied Highway Infrastructure 

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


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

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


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


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

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


Road Transport

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


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

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

iii. The Duration of the scheme is for 4 years (FY 2022-23, 2023-24, 2024-25 and
2025-26, i.e., during remaining period of 15th Finance Commission Cycle). The total outlay
of the Scheme is estimated to be _ 175 Crore from Ministry. Previous Scheme had fund of
share of 50% by Ministry but the revamped scheme has fund share of 70% by Ministry and
remaining 30% will be contributed by respective Transport Bodies.


E-Transport: 


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

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

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

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


e-Initiatives


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

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

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

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

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


SECTOR OUTLOOK


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


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

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

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

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


Government Initiatives: 


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

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

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

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

Investment in road connectivity projects including Patna-Purnea expressway,
Buxar-Bhagalpur highway and an additional two-lane bridge over the Ganga in Buxar for _
26,000 Crore (US$ 3.11 billion) along with a new 2,400 MW power plant at Pirpainti costing
_ 21,400 Crore (US$ 2.56 billion).

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

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


Voluntary Vehicle Modernization Program or Vehicle Scrapping Policy


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

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


IBC and PPP Projects: A Mismatch of Framework


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


COMPANY OVERVIEW


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

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

i. Project development and implementation.

ii. Tolling Operations and Highway Management; and

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

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

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

Shree Jagannath Expressway

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

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

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


BUSINESS PERFORMANCE


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


Operational Revenue from Road Assets

• Guruvayoor Infrastructure Private Limited (GIPL)



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


• Solapur Tollways Private Limited (STPL)



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


Settlement of Claims and Disputes between OSEPL and NHAI


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

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

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


Admission of Insolvency Petition Against Solapur Tollways Pvt Ltd.


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


Arbitration Award in Favor of KEPL


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


FUTURE BUSINESS PLANS & OUTLOOK

Employee Empowerment and Resilience


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


Strategic Transformation and Value Creation


Your Company, operating as an infrastructure developer through an asset aggregation
platform, is entering a renewed phase of strategic transformation. Building on its
foundation of targeted portfolio realignment and focused claim realization, your Company
continues to prioritize long-term value creation through disciplined execution and
operational excellence.


Debt Realignment and Capital Optimization


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


Claim Realization and Risk Mitigation


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


Asset Monetization for Growth Capital


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


Growth through Partnerships and Sectoral Focus


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


FINANCIAL PERFORMANCE


During the year under review, on a standalone basis, your Company recorded Total Income
of _ 1382.00 Lakhs in FY24-25 against _ 1,385.5 Lakhs in 2023-24. The Company recorded net
loss of _ 30815.06 Lakhs during the year against a net loss of _ 2206.88 Lakhs in
the previous year.

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


HUMAN RESOURCES AND INDUSTRIAL RELATIONS


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

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

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

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


RISK MANAGEMENT


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


Risks and Mitigation Growth Risk


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


Business Risk


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

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


Regulatory Risk


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

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


INTERNAL CONTROL AND AUDIT


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

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

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

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

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

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

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


CAUTIONARY STATEMENT


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


SUBSIDIARY & ASSOCIATE COMPANIES


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

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

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

Although STPL continues to remain a subsidiary under the provisions of the Companies
Act, 2013, pursuant to initiation of CIRP and in terms of the Order of the Hon'ble NCLT,
Kolkata dated December 20, 2024, your Company has ceased to exercise control over STPL in
compliance with IND-AS 110. Consequently, the Company has impaired the carrying value of
its investments of _23,116.43 Lakhs and receivables of _2,286.30 Lakhs in STPL during the
year ended March 31, 2025.


PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES & ASSOCIATE COMPANIES


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

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

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


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


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


CAPITAL STRUCTURE


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

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

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


DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors


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

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

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

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

Based on the recommendation of Nomination and Remuneration Committee, Mr. Rajesh Lihala
(DIN: 00282891) and Mr. Jaydeep Chakraborty (DIN: 00907786) were appointed by the Board of
Directors as Additional Directors (Category: Independent) of the Company w.e.f. 7th June,
2024, and shareholders approval was accorded by way of postal ballot (through electronic
means only) on August 29, 2024. 

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

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

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

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

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and Rules made
thereunder, Mr. Bajrang Kumar Choudhary (DIN: 00441872), Managing Director of your
Company, retires by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment. 

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

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

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

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

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

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

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


Key Managerial Personnel


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


  

    
Name
    
Designation
  
  

    
Mr. Bajrang Kumar Choudhary
    
Managing Director
  
  

    
Ms. Manisha Chandalia
    
Chief Financial Officer
  
  

    
Ms. Ankita Rathi
    
Company Secretary
  
  

    
Mr. Vinay Agrawal
    
Senior Vice-President –
  
  

    

    
Investments (designated by the Board as the Key Managerial Personnel
    within the meaning of Section 2(51) and 203 of the Companies Act, 2013
  


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

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

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


MEETINGS OF BOARD OF DIRECTORS


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

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

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

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


AUDIT COMMITTEE


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

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


  

    
Name
    
Category
    
Designation
  
  

    
1. Prof. Santanu Ray
    
Independent Director
    
Chairman
  
  

    
2. Mr. Brahm Dutt
    
Independent Director
    
Member
  
  

    
3. Dr. (Ms.) Tuk Tuk Ghosh Kumar
    
Independent Director
    
Member
  


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


  

    
Name
    
Category
    
Designation
  
  

    
1. Prof. Santanu Ray
    
Independent Director
    
Chairman
  
  

    
2. Mr. Brahm Dutt
    
Independent Director
    
Member
  
  

    
3. Dr. (Ms.) Tuk Tuk Ghosh Kumar
    
Independent Director
    
Member
  
  

    
4. Mr. Rakesh Kumar Gupta
    
Independent Director
    
Member
  
  

    
5. Mr. Rajesh Lihala
    
Independent Director
    
Member
  


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

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

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

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

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

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


  

    
Name
    
Category
    
Designation
  
  

    
1. Prof. Santanu Ray
    
Independent Director
    
Chairman
  
  

    
2. Mr. Jaydeep Chakraborty
    
Independent Director
    
Member
  
  

    
3. Mr. Rajesh Lihala
    
Independent Director
    
Member
  
  

    
4. Dr. (Ms.) Manta Dey
    
Independent Director
    
Member
  


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

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

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

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

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

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

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


NOMINATION AND REMUNERATION COMMITTEE


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

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


  

    
Name
    
Category
    
Designation
  
  

    
1. Prof. Santanu Ray
    
Independent Director
    
Chairman
  
  

    
2. Mr. Brahm Dutt
    
Independent Director
    
Member
  
  

    
3. Dr. (Ms.) Tuk Tuk Ghosh Kumar
    
Independent Director
    
Member
  
  

    
4. Mr. Shree Ram Tewari
    
Independent Director
    
Member
  


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

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

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

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

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

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

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


  

    
Name
    
Category
    
Designation
  
  

    
1. Mr. Rajesh Lihala
    
Independent Director
    
Chairman
  
  

    
2. Prof. Santanu Ray
    
Independent Director
    
Member
  
  

    
3. Mr. Shree Ram Tewari
    
Independent Director
    
Member
  


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

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

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

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

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

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

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

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


CORPORATE SOCIAL RESPONSIBILITY _CSR_


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

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

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

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


PERFORMANCE EVALUATION


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

(i) BoardEvaluation-degreeoffulfillmentofkeyresponsibilities; Board culture and
dynamics, amongst others;

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

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

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

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

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

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

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

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

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

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

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


PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS


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

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


PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES


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

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

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

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

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

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

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


POLICY FOR DETERMINING ‘MATERIAL' SUBSIDIARIES


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

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

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


POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE


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

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

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


WHISTLE BLOWER POLICY _VIGIL MECHANISM_


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

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

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


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


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


AUDITORS


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

Further, vide notification dated 7th May, 2018 issued by Ministry of Corporate Affairs,
the requirement of seeking rati_cation of appointment of statutory auditors by members at
each AGM has been done away with. Accordingly, no such item has been considered in notice
of the 18th AGM.

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


AUDIT QUALIFICATIONS


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


i. We refer note - 15(ii)B of the standalone financial statements where the Company has
not recognized interest on  7,000 Lakhs from July 01, 2019 onwards which is not in
compliance of Ind AS 1 ‘Presentation of Financial Statements' read with Ind AS 109
‘Financial Instruments'. Due to this, loss before tax of the Company for the year
ended March 31, 2025 has been understated by  892.50 Lakhs and the current liabilities as
at March 31, 2025 has been understated by  5,137.38 Lakhs.

ii. We refer note - 15(ii)A of the standalone financial statements where the Company
has not recognized interest on 



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

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

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


SECRETARIAL AUDIT


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

The Secretarial Audit Report for the Financial Year ended March 31, 2025 does not
contain any qualification, reservation or adverse remark or disclaimer and has been set
out as an Annexure to this Directors Report.


COST RECORDS AND AUDIT 


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


ANNUAL RETURN


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


BRNL WEBSITE 


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

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


PARTICULARS OF EMPLOYEES


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


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


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

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


DIRECTORS' RESPONSIBILITY STATEMENT


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

(i). in the preparation of the Annual Accounts for the Financial Year ended 31st March,
2025, the applicable accounting standards have been followed along with proper explanation
relating to material departures;

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

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

(iv). the Directors have prepared the Annual Accounts for the Financial Year ended 31st
March, 2025 on a going concern basis;

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

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

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


COMPLIANCE WITH SECRETARIAL STANDARDS


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


INSIDER TRADING CODE


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

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

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


FAIR DISCLOSURE CODE


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


CORPORATE GOVERNANCE


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

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


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


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

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


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


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

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

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

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

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

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

The matter is currently sub judice.


APPLICATIONS FILED BY ADMINISTRATOR OF SREI EQUIPMENT FINANCE LIMITED UNDER SECTION
60_5_ AND 66 OF THE INSOLVENCY AND BANKRUPTCY CODE, 2016 i. Your Company had received
a Notice of Motion by Administrator of Srei Equipment Finance Limited preferred before the
Hon'ble National Company Law Tribunal, Kolkata Bench (NCLT) in the matter of Reserve Bank
of India vs. Srei Equipment Finance Limited wherein the Company and its subsidiaries inter
alia have been made a party amongst multiple respondents and the respondents have been
alleged of fraudulent loan transactions as per section 60(5) and 66 of the Insolvency and
Bankruptcy Code, 2016, based on a Transaction Audit Report relied upon by Srei Equipment
Finance Limited. ii. Your Company had received an application filed by the Administrator
of Srei Equipment Finance Limited ("Applicant") under section 60(5) and 66 of
the Insolvency and Bankruptcy Code, 2016, before the Hon'ble National Company Law
Tribunal, Kolkata Bench (NCLT) in the matter of Reserve Bank of India vs. Srei Equipment
Finance Limited wherein Your Company inter alia has been made a party amongst multiple
respondents and it has been alleged that your Company along with some more respondents,
have indulged in round tripping of funds.

In the opinion of the Board, the findings and allegations in the Report submitted are
not based on proper appreciation of facts and that the said report is unilateral without
a_ording any opportunity to the Company for discussion. Necessary a_davits have been filed
in both the matters which is yet to be heard by Hon'ble NCLT.

The matter is currently sub-judice.


GENERAL DISCLOSURES


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

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

• Issue of sweat equity shares;

• Your Company does not have any scheme of provision of money for the purchase of
its own shares by employees or by trustees for the benefit of employees;

• There was no revision in the Financial Statements;

• There was no change in the nature of business; and

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

• Your Company has a Maternity Support Programme which is in compliance with the
provisions of the Maternity Benefit Act, 1961.


ACKNOWLEDGEMENT


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


  

    
Place: Kolkata
  
  

    
Date: 12.08.2025
  


 


  

    
On behalf of the Board of Directors
  
  

    
For Bharat Road Network Limited
  
  

    
Bajrang Kumar Choudhary
  
  

    
Managing Director
  
  

    
DIN: 00441872
  


 


  

    
Santanu Ray
  
  

    
Chairman
  
  

    
DIN: 00642736