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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