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G R Infraprojects Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 11399.36 Cr. P/BV 1.43 Book Value (Rs.) 821.08
52 Week High/Low (Rs.) 1682/901 FV/ML 5/1 P/E(X) 11.24
Bookclosure 13/03/2025 EPS (Rs.) 104.83 Div Yield (%) 1.06
Year End :2025-03 

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

FINANCIAL RESULTS

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

Particulars

Standalone

Consolidated

2024-25

^|2023-24

2024-25

^|2023-24

Revenue from Operations

6,51,556.78

7,78,796.44

7,39,470.41

8,98,015.01

Other Income

50,034.40

22,528.93

19,542.07

10,275.62

Total Income

7,01,591.18

8,01,325.37

7,59,012.48

9,08,290.63

Earnings before Interest, Tax & Depreciation and
Amortization (EBITDA)

1,40,487.06

1,36,073.84

1,83,165.95

2,22,506.47

Less: Depreciation and Amortization expense

24,483.22

24,423.02

24,457.94

24,423.02

Earnings before Interest & Tax (EBIT)

1,16,003.84

1,11,650.82

1,58,708.01

1,98,083.45

Less: Finance Cost

8,568.67

10,380.51

44,804.62

56,460.99

Add: Share of profit from associate

-

-

20,981.37

644.93

Profit before exceptional items and Tax (PBT)

1,07,435.17

1,01,270.31

1,34,884.76

1,42,267.39

Exceptional item

2,357.14

1,38,026.70

(1,226.09)

30,628.01

Profit before Tax

1,09,792.31

2,39,297.01

1,33,658.67

1,72,895.40

Less: Tax Expense

29,131.62

41,553.86

32,119.14

40,598.77

Profit after Tax (PAT)

80,660.69

1,97,743.15

1,01,539.53

1,32,296.63

STATE OF COMPANY'S AFFAIRS

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

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

BUSINESS OVERVIEW

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

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

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

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

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

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

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

CHANGE IN THE NATURE OF BUSINESS

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

CAPITAL STRUCTURE

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

LISTING OF EQUITY SHARES

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

NON-CONVERTIBLE DEBENTURES (NCDs)

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

Description of NCD

Rated, Listed, Unsecured, Redeemable,
Non-Convertible Debentures

Date of allotment

10.06.2024

Issue Size

H 125 Crores

Name of Trustee

Vardhman Trusteeship Private Limited

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

DIVIDEND

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

DIVIDEND DISTRIBUTION POLICY

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

TRANSFER TO RESERVE

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

MATERIAL CHANGES AND COMMITMENTS

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

SUBSIDIARY, ASSOCIATE OR JOINT OPERATIONS

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

S.

No.

Name of the Subsidiary

Date of
Incorporation/
acquisition*/
Cessation$

1

Tumkur-II REZ Power Transmission
Limited

03.09.2024*

2

Bijapur REZ Transmission Limited

16.01.2025*

3

GR Aligarh Kanpur Highway Private
Limited

16.09.2024$

4

GR Galgalia Bahadurganj Highway
Private Limited

27.03.2025$

Performance of subsidiaries, associates and joint operations

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

Consolidated Financial Statements

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS

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

AUDITORS AND AUDITOR'S REPORT
Statutory Auditors

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

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

Secretarial Auditors

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

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

Cost Auditors

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

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

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

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

Internal Auditors

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

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

A. Conservation of energy

i. the steps taken or impact

In view of the nature of

on conservation of energy

business activities of the
Company, no substantial
steps are required to be
taken for conservation of
energy other than those
implemented by the
Company.

ii. the steps taken by the

In view of the nature of

company for utilizing

business activities of the

alternate sources of

Company, no substantial

energy

steps are required to be
taken for alternate sources
of energy other than
those implemented by the
Company.

iii. the capital investment

Nil

on energy conservation

B. Technology absorption

i. the efforts made towards
technology absorption

No specific efforts made other
than in the ordinary course of
execution of the Project.

ii. the benefits derived like
product improvement,
cost reduction, product
development or import
substitution

There was no substantial
technology imported during
the period under review.

iii. in case of imported
technology (imported
during the last three years
reckoned from the beginning
of the financial year)

Not Applicable

a. the details of
technology imported

b. the year of import

c. whether the
technology been fully
absorbed

d. if not fully absorbed,
areas where
absorption has not
taken place, and the
reasons thereof

iv. the expenditure incurred
on Research and
Development

Nil

C. Foreign exchange earnings and outgo

i. Foreign Exchange

H61.59 lakhs

earnings

(Previous Year: Nil)

ii Foreign Exchange outgo

H4,398.87 lakhs
(Previous Year: H3,568.96

DEPOSITS

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

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

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

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

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

PARTICULARS OF EMPLOYEES

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

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

VIGIL MECHANISM

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

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

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

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

AUDIT COMMITTEE

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

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

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

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

NOMINATION & REMUNERATION COMMITTEE (“NRC")

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

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

RISK MANAGEMENT SYSTEM

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

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION & ANALYSIS

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

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR)

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

EMPLOYEE STOCK OPTION

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

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

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

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

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

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

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

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

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

ANNUAL RETURN

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

DISCLOSURES

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

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

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

HUMAN RESOURCE MANAGEMENT

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

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

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

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

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

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

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

APPRECIATION

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

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

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

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

Date: 15.05.2025 Managing Director Wholetime Director

Place: Gurugram DIN: 01147897 DIN: 03113689


 
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