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B.R.Goyal Infrastructure Ltd. Company Meetings
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 463.99 Cr. P/BV 1.69 Book Value (Rs.) 114.90
52 Week High/Low (Rs.) 203/89 FV/ML 10/1000 P/E(X) 10.35
Bookclosure 20/08/2026 EPS (Rs.) 18.81 Div Yield (%) 0.00
Year End :2026-03 

Your Directors have the privilege to present the Twenty-First (21st) Annual Report of your
Company, B.R.Goyal Infrastructure Limited, a leading Infrastructure and Construction
Company in India together with the Audited Standalone and Consolidated Financial
Statements for the financial year ended 31 March 2026.

1. FINANCIAL RESULTS:

The Company's financial performance for the financial year ended 31 March 2026, along with
that of the previous financial year ended 31 March 2025, is summarized below:

Standalone
(Year ended on)

Consolidated
(Year ended on)

Particulars

31 March
2026

31 March
2025

31 March
2026

31 March
2025

Total Revenues

81564.68

50682.55

82459.34

51509.41

Profit/ (Loss) for the year before
providing for Depreciation and
Finance Costs and exceptional
items

7887.55

4620.80

7919.73

4648.33

Less: Finance Cost

870.79

716.69

870.80

716.69

Less: Depreciation

773.58

538.98

773.58

538.98

Profit/ (Loss) before
Exceptional/ Extraordinary
items

6243.18

3365.13

6275.35

3392.66

Less: Exceptional Income/
Extraordinary items

Profit before Tax

6243.18

3365.13

6275.35

3,392.66

Less: Tax Expenses

1575.51

832.92

1586.67

840.15

Less: Deferred Tax

196.65

25.11

196.65

25.11

Profit/ (Loss) after tax

4471.03

2507.10

4492.04

2527.40

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

2. STATE OF COMPANY’S AFFAIRS
AND FINANCIAL PERFORMANCE:
Standalone:

During the financial year ended 31 March
2026, the Company's operations resulted
in total revenues of ^ 81564.68 Lakh as
against ^ 50682.55 Lakh in the previous
year. The Profit before Finance Cost,
Depreciation and exceptional items
amounted to ^ 6243.18 Lakh as against
profit of ^ 4620.80 Lakh in the previous
year. The Net Profit after tax for the year
ended after considering exceptional and
extraordinary items amounted to ^
4471.03 Lakh as against profit of ^ 2507.10
Lakh in the previous year.

Consolidated:

During the financial year ended 31 March
2026, the Company's operations resulted
in total revenues of ^ 82459.34 Lakh as
against ^ 51509.41 Lakh for the previous
year. The Profit before Finance Cost,
Depreciation and exceptional items
amounted to ^ 6275.35 Lakh as against
profit of ^ 4648.33 Lakh in the previous

year. The Net Profit for the year ended
after considering exceptional and
extraordinary items amounted to ^
4492.04 Lakh as against Profit of ^ 2527.40
Lakh in the previous year.

3. CHANGE IN NATURE OF BUSINESS,IF ANY:

The Company is engaged in the business
of Construction Activities, Real Estate, Toll
Collection Contracts, etc. During the
financial year 2025-26, the Company has
not changed its nature of business.

4. DIVIDEND:

The Board of Directors of your Company
has recommended a final dividend of ^
0.25/- (Twenty-Five Paise only) per equity
share (face value of ^ 10/- each) for
financial year 2025-26. The dividend
payable is subject to tax deducted at
source as applicable.

The aforesaid dividend is subject to
approval of shareholders at the ensuing
Annual General Meeting (AGM) of the
Company.

5. TRANSFER TO RESERVES:

The Company has a closing Balance of ^ 24962.25 Lakh of Reserves and Surplus as on 31
March 2026.

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

Reserves and Surplus

31st March
2026

31st March
2025

Securities premium account

Opening Balance

7176.96

600.70

Addition

-

8028.00

Less: Utilized in issuing Bonus Share

-

(600.70)

Less: Capital Raising Cost (IPO)

-

(851.04)

7176.96

7176.96

Surplus

Opening Balance

13314.26

11076.09

Profit for the period/year

4471.03

2507.10

Utilized During the Period (Bonus 1:1)

-

(268.93)

Net Surplus

17785.29

13314.26

Total Reserves and Surplus

24962.25

20491.22

6. SHARE CAPITAL:

As on 31 March 2026, the Share Capital structure of the Company stands as under:

Particulars

No. In Actuals

Amount in ^

Authorized Share Capital

Equity Shares of Rs. 10/- each

2,50,00,000

25,00,00,000

Total

2,50,00,000

25,00,00,000

Issued, Subscribed and Paid-up Share Capital

Equity Shares of Rs. 10/- each

2,38,24,704

23,82,47,040

Total

2,38,24,704

23,82,47,040

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

i. Authorized Share Capital:

During the year under review, there
was no change in the Authorized
Share Capital of the Company.

ii. Issued, Subscribed and Paid-up
Share Capital:

During the year under review as well
as till the date of this Report, there is
no change in the Paid-up Share
Capital of the Company.

Preferential Issue by way of Private
Placement of Convertible Warrants:

The Board of Directors of the Company at
their meeting held on 30 May 2026
approved issue and allotment of up to

11.00. 000 (Eleven Lakh) Convertible
Warrants of Face Value of ^ 10/- (Rupees
Ten only) each at an issue price of ^ 119/-
(Rupees One Hundred Nineteen Only) per
Warrant, including a premium of ^ 109/-
(Rupees One Hundred Nine Only) per
Warrant, aggregating up to ^

13.09.00. 000/- (Rupees Thirteen Crore Nine
Lakh Only) to the proposed allottees
belonging to the Non-Promoter (Public)
category on a preferential basis in
accordance with the provisions of sections
23, 42, 62(1)(c) and other applicable

provisions, if any, of the Companies Act,
2013 (the “Act"), the SEBI ICDR Regulations
and other applicable laws.

Further, the Members of the Company
also approved the said issue vide special
resolution passed at the 01/2026-27 Extra¬
Ordinary General Meeting of the members
of the Company held on 29 June 2026.
However, as on the date of this report, the
allotment of the Convertible Warrants has
not yet been completed, as the Company
is awaiting receipt of the in-principle
approval from BSE Limited for the
proposed preferential issue.

Except as disclosed above, the Company
has not issued any Shares with or without
differential rights or Debentures or any
other securities by way of Public Offer,
Private Placement, Preferential allotment,
Rights Issue, Bonus Issue, Sweat Equity
Shares, and Employee Stock Option
Scheme or in any such other manner.

Depository System:

As the members are aware, the Company's
Equity shares are compulsorily tradable in
electronic form. As on 31 March 2026, 100%
of the Company's total paid-up equity
capital, representing 2,38,24,704 equity
shares, is in dematerialized form.

7. SEGMENT WISE PERFORMANCE:

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

8. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

As on 31 March 2026, your Company has following Subsidiaries, the details of which are as
follows:

% of the

Applicable

Section

Name & Address of the Company

CIN/UIN

Shares

held

BR-DSR Lateri Shamshabad Private
Limited

U45203MP2022PTC061383

51.00

2(87)

India

As on 31 March 2026, your Company has following Joint Ventures and Associates, the details
of which are as follows:

Name & Address of the Entity

CIN/UIN/LLPIN

% of Capital
Contribution

Applicable

Section

BRGIL LLP
India

AAY-8148

33.34

2(6)

BRGIPL JV KTIL LLP
India

AAM-4723

69.99

2(6)

BRGIL JV Girija Construction
India

-

51.00

2(6)

BRGIL JV Sundarmadhav
Construction LLP

ACM-5493

51.00

2(6)

India

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

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated
financial statements of the Company along with relevant documents and separate audited
financial statements in respect of subsidiaries, is available on the website of the Company,
www.brginfra.com.

9. PUBLIC DEPOSITS:

The Company has not accepted any
public deposits, nor any amount of
principal or interest thereof was
outstanding in terms of Sections 73 and
74 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits)
Rules, 2014, for the financial year ended
2025-26.

The details of transactions of Loans and
Advances undertaken between the
Company and its Directors/Relatives of
Directors have been disclosed in Note
No.: 34 (Related Party Transactions)
which forms part of the Financials
Statements attached to this Report.

The Company has received declarations
from its Directors and their Relatives that

all the Loans extended/to be extended by
them to the Company, are their owned
funds only and not borrowed from any
person or entity.

10. MATERIAL CHANGES AND
COMMITMENTS AFFECTING

FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR
AND DATE OF REPORT:

In terms of Section 134(3)(l) of the
Companies Act, 2013, except as disclosed
elsewhere in this Report, no material
changes and commitments which could
affect the Company's financial position
occurred between the end of the
financial year of the Company and date
of this Report.

11. INCOME TAX SEARCH

PROCEEDINGS:

During the year under review, a search
action under Section 132 of the Income-
tax Act, 1961 was conducted at the
premises of the Company by the Income
Tax Department from 16 January 2026 to
21 January 2026. The search proceedings
have since been concluded, and the
Company extended full cooperation to
the tax authorities throughout.

The matter is currently under
assessment with the Income Tax
Department, and as on the date of this
Report, the Company has not received
any order, notice, or demand in
connection with the said search. The
Company will make appropriate
disclosures as required under applicable
laws, as and when there is any further
development in this regard.

12. LISTING FEES:

The Equity Shares of the Company are
listed on the SME Platform of BSE
Limited with scrip code 544335. The
Company confirms that the annual
listing fees to the stock exchange for the
financial year 2025-26 have been paid.

13. INDUSTRIAL RELATIONS:

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

levels to sustain during the challenging
business scenario.

14. POLICY ON APPOINTMENT AND

REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL
AND SENIOR MANAGEMENT OF
THE COMPANY:

The Board of Directors has formulated
the Nomination and Remuneration
Policy of your Company based on
recommendations made by the

Nomination and Remuneration
Committee. The salient aspects covered
in the Nomination and Remuneration
Policy are covering the policy on
appointment and remuneration of
Directors including criteria for

determining qualifications, positive
attributes, independence of a director
and other matters, etc.

The current policy is to have an
appropriate mix of executive and
independent directors to maintain the
independence of the Board and separate
its functions of governance and

management. As on 31 March 2026, the
Board consists of Nine (9) members, of
whom One (1) is the Managing Director,
Two (2) are the Whole Time Directors,
Two (2) are the Executive Directors, and
Four (4) are the Non-Executive and
Independent Directors.

The Board periodically evaluates the
need for a change in its composition and
size. The policy of the Company on
Directors' appointment and

remuneration, including criteria for
determining qualifications, positive
attributes, independence of a director
and other matters provided under Sub
Section (3) of Section 178 of the
Companies Act, 2013, adopted by the
Board, is available on our website. We
affirm that the remuneration paid to the
Directors is as per the terms laid out in
the nomination and remuneration policy
of the Company.

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

15. BOARD DIVERSITY:

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

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

16. PARTICULARS OF EMPLOYEES:

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

No employee of the Company was in
receipt of remuneration more than the
limits specified under Rule 5(2) of the
Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014, during the financial year
ended 31 March 2026.

Gender-Wise Composition of
Employees

In alignment with the principles of
diversity, equity, and inclusion (DEI), the
Company discloses below the gender
composition of its workforce (on and off
roll employee) as on 31 March 2026:

Male: 1150Female: 52Transgender: 0

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

17. HUMAN RESOURCES:

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

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31 March 2026, the Board of Directors of the Company comprises of following Nine (9)
Directors:

(/) z

Name

Designation

Category

DIN

Date of
Appointment

1

Mr. Brij Kishore Goyal

Managing

Director

Promoter

00012185

01/04/2005

2

Mr. Gopal Goyal

Whole-Time

Director

Promoter

00012164

01/04/2005

3

Mr. Rajendra Kumar
Goyal

Whole-Time

Director

Promoter

00012150

01/04/2005

4

Mr. Yash Goyal

Director

Promoter

08216033

16/10/2023

5

Mr. Utpal Goyal

Director

Promoter

08215995

16/10/2023

6

Mr. Mohit Bhandari

Director

Independent

08139828

29/06/2019

7

Ms. Khushboo Patodi

Director

Independent

08984343

30/12/2020

(/) z

Name

Designation

Category

DIN

Date of
Appointment

8

Mr. Brij
Maheshwari

Mohan

Director

Independent

00022080

14/06/2024

9

Mr. Ravindra Karoda

Director

Independent

10684887

05/07/2024

Appointments:

During the financial year 2025-26, no Directors were appointed on the Board of the
Company.

The details of Reappointment of Directors are as under:

(/) Z

Name

Designation

Category

DIN

Date of
Approval by
Shareholders

Term of re¬
appointment

1

Ms.

Khushboo

Patodi

Director

Independent

08984343

27/12/2025

30 December
2025 till 29
December
2030

The Shareholders of the Company had approved the re-appointment of Ms. Khushboo
Patodi (DIN: 08984343) as a Non-Executive Independent Woman Director of the Company
by passing Special resolution through Postal Ballot dated 27 December 2025.

Resignations/Retirements along with facts of resignation:

During the financial year 2025-26, no Directors resigned from the Board of the Company.
Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of
Association of your Company, Mr. Brij Kishore Goyal (DIN: 00012185), Managing Director and
Mr. Yash Goyal (DIN: 08216033), Executive Director of the Company are liable to retire by
rotation at the ensuing AGM and being eligible offered themselves for reappointment.

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

Your Directors recommend their re-appointment as the Managing Director and Executive
Director, respectively of your Company.

Key Managerial Personnel:

As on 31 March 2026, in accordance with the provisions of Sections 2(51), 203 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Key Managerial Personnels of the Company are as below:

Sr. No.

Name

Designation

1

Brij Kishore Goyal

Managing Director

2

Gopal Goyal

Whole-Time Director

3

Rajendra Kumar Goyal

Whole-Time Director

4

Dasharath Tomar

Chief Financial Officer

5

Ritika Jhala

Company Secretary

Annual Evaluation of Board’s
Performance:

In terms of the requirement of the
Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure

Requirements) Regulations, 2015 (Listing
Regulations
), an annual performance
evaluation of the Board, its Committees
and the Directors was undertaken which
included the evaluation of the Board as a
whole, Board Committees and peer
evaluation of the Directors. The criteria for
performance evaluation covers the areas
relevant to the functioning of the Board
and Board Committees such as its
composition, oversight and effectiveness,
performance, skills and structure etc. The
performance of individual directors was
evaluated on the parameters such as
preparation, participation, conduct,
independent judgment and effectiveness.
The performance evaluation of
Independent Directors was done by the
entire Board of Directors and in the
evaluation of the Directors, the Directors
being evaluated had not participated.

Declaration of Independence:

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

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

Familiarization Program for

Independent Directors

At the time of the appointment of an
Independent Director, the Company
issues a formal letter of appointment
outlining his/her role, function, duties and
responsibilities. Further, the Independent

Directors are introduced with the
corporate affairs, new developments and
business of the Company from time to
time. The Familiarization program is also
available on the website of the Company
www.brginfra.com.

Pecuniary relationship

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

Code of Conduct

Your Company has adopted a Code of
Conduct for all the employees including
Board Members and Senior Management
Personnel of the Company in accordance
with the requirement under the Securities
Exchange Board of India (Listing
Obligations and Disclosure

Requirements) Regulations, 2015. The
Code of Conduct has been posted on the
website of the Company
www.brginfra.com. All the Board
Members and the Senior Management
Personnel have affirmed their compliance
with the said Code of Conduct for the
financial year ended 31 March 2026.

19. CODE OF CONDUCT FOR
PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the
Insider Trading Policy in accordance with
the requirements of the SEBI (Prohibition
of Insider Trading) Regulations, 2015. The
Insider Trading policy of the Company lays
down guidelines and procedures to be
followed, and disclosures to be made
while dealing with shares of the Company
as well as consequences of violation. The
Policy has been formulated to regulate,
monitor and ensure reporting of deals by
the employees and to maintain the
highest ethical standards of dealing in the
Company's Shares. The code is also
available on the website of the Company
www.brginfra.com.

The Company has adopted the amended
Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive
Information in terms of the SEBI
(Prohibition of Insider Trading) Regulation,
2015 (as amended). The same has been

filed with the BSE Limited and also
uploaded on the website of the Company.

20. COMMITTEES OF THE BOARD:

As on 31 March 2026, the Board has following committees:

a. Audit Committee;

b. Stakeholders Relationship Committee;

c. Nomination and Remuneration Committee;

d. Corporate Social Responsibility Committee;

e. Finance and Investment Committee; and

f. Tender Committee.

Audit Committee

As on 31 March 2026, the composition of Audit Committee is as follows:

Name

Designation

Nature of Directorship

Mr. Mohit Bhandari

Chairman

Non-Executive & Independent Director

Ms. Khushboo Patodi

Member

Non-Executive & Independent Director

Mr. Brij Mohan Maheshwari

Member

Non-Executive & Independent Director

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

Name

Designation

Nature of Directorship

Mr. Mohit Bhandari

Chairman

Non-Executive & Independent Director

Ms. Khushboo Patodi

Member

Non-Executive & Independent Director

Mr. Brij Mohan Maheshwari

Member

Non-Executive & Independent Director

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

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

A. Tenure: The Audit Committee shall
continue to function as a committee of
the Board until otherwise resolved by the
Board, to carry out the functions of the
Audit Committee as approved by the
Board.

B. Meetings of the Committee: The

committee shall meet at least four times
in a year and not more than 120 days shall
elapse between any two meetings. The
quorum for the meeting shall be either
two members or one-third of the
members of the committee, whichever is
higher but there shall be the presence of
a minimum of two Independent
Directors at each meeting.

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

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

2. Recommendation for appointment,
remuneration, and terms of

appointment of auditors of the listed
entity;

3. Approval of payment to statutory
auditors for any other services
rendered by the statutory auditors;

4. Reviewing, with the management,
the annual financial statements and
auditor's report thereon before
submission to the board for approval;

5. Reviewing, with the management,
the half-yearly financial statements
before submission to the board for
approval, with particular reference to;

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

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

- major accounting entries
involving estimates based on
the exercise of judgment by
management;

- significant adjustments made
in the financial statements
arising out of audit findings;

- compliance with listing and
other legal requirements
relating to financial
statements;

- disclosure of any related party
transactions;

- modified opinion(s) in the
draft audit report;

6. Reviewing, with the management,

the statement of uses/application of
funds raised through an issue (public
issue, rights issue, preferential issue,
etc.), the statement of funds utilized
for purposes other than those stated
in the offer

document/prospectus/notice and the
report submitted by the monitoring
agency monitoring the utilization of
proceeds of a public or rights issue,
and making appropriate

recommendations to the board to
take up steps in this matter;

7. Reviewing and monitoring the
auditor's independence and
performance, and effectiveness of the
audit process;

8. Approval or any subsequent
modification of transactions of the
listed entity with related parties;

9. Scrutiny of inter-corporate loans and
investments;

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

11. Evaluation of internal financial
controls and risk management
systems;

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

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

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

15. The Audit Committee may call for the
comments of the auditors about
internal control systems, and the
scope of the audit, including the
observations of the auditors and
review of financial statements before
their submission to the Board and
may also discuss any related issues
with the internal and statutory
auditors and the management of the
company.

16. Discussing with the statutory
auditors before the audit
commences, about the nature and
scope of the audit as well as post¬
audit discussion to ascertain any area
of concern;

17. Reviewing the findings of any internal
investigations by the internal auditors

into matters where there is suspected
fraud or irregularity or a failure of
internal control systems of a material
nature and reporting the matter to
the board;

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

19. The Audit Committee shall have the
authority to investigate any matter
concerning the items specified in
section 177(4) of the Companies Act
2013 or referred to it by the Board.

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

21. To review the functioning of the
whistle-blower mechanism;

22. Approving the appointment of the
Chief Financial Officer (i.e. the whole¬
time finance director or any other
person heading the finance function)
after assessing the qualifications,
experience, background, etc., of the
candidate; and;

23. The Audit committee shall oversee
the vigil mechanism.

24. The Audit Committee will facilitate
KMP/auditor(s) of the Company to be
heard in its meetings.

25. Carrying out any other function as is
mentioned in the terms of reference
of the audit committee or containing
into SEBI Listing Regulations 2015.

Further, the Audit Committee shall
mandatorily review the following:

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

b) Statement of significant related party

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

management;

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

d) Internal audit reports relating to
internal control weaknesses; and

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

f) Statement of deviations:

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

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

The Audit Committee met Seven (7) times during the financial year and the details of the
meeting are as follows:

Sr. No

Date of Meeting

Attendance of Chairman/Members

1

14 May 2025

2

29 May 2025

3

14 August 2025

4

12 November 2025

Chairman & all other members were present

5

03 December 2025

6

09 February 2026

7

23 March 2026

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

Stakeholders Relationship Committee

As on 31 March 2026, the composition of Stakeholders Relationship Committee is as follows:

Name

Designation

Nature of Directorship

Mr. Brij Mohan Maheshwari

Chairman

Non-Executive & Independent Director

Ms. Khushboo Patodi

Member

Non-Executive & Independent Director

Mr. Mohit Bhandari

Member

Non-Executive & Independent Director

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

Name

Designation

Nature of Directorship

Mr. Brij Mohan Maheshwari

Chairman

Non-Executive & Independent Director

Ms. Khushboo Patodi

Member

Non-Executive & Independent Director

Mr. Mohit Bhandari

Member

Non-Executive & Independent Director

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

A. Tenure: The Stakeholders Relationship
Committee shall continue to be in
function as a committee of the Board
until otherwise resolved by the Board, to
carry out the functions of the
Stakeholders Relationship Committee as
approved by the Board.

B. Meetings: The Stakeholders Relationship

Committee shall meet at such intervals
as may be prescribed under the
Companies Act, 2013, and the Securities
and Exchange Board of India (Listing
Obligations and Disclosure

Requirements) Regulations, 2015 (“SEBI
Listing Regulations”). The quorum shall
be two members present.

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

- Allotment, transfer of shares
including transmission, splitting of
shares, changing joint holding into
single holding and vice versa, issue
of duplicate shares in lieu of those
torn, destroyed, lost or defaced, or

where the space at back for
recording transfers has been fully
utilized.

- Issue of duplicate certificates and

new certificates on

split/consolidation/renewal, etc.;

- Review the process and

mechanism of redressal of
Shareholders'/Investor's
grievances and suggest measures
for improving the system of
redressal of

Shareholders'/Investors'
grievances.

- Non-receipt of share certificate(s),

non-receipt of declared dividends,
non-receipt of interest/dividend
warrants, non-receipt of the
annual report, and any other
grievance/complaints with

Company or any officer of the
Company arising out in the
discharge of his duties.

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

- Oversee the implementation and
compliance of the Code of
Conduct adopted by the Company
for the prevention of Insider
Trading for Listed Companies as
specified in the Securities &
Exchange Board of India
(Prohibition of Insider Trading)
Regulations, 2015 as amended
from time to time.

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

- Carrying out any other function
contained in the equity listing
agreements as and when
amended from time to time.

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

Sr. No

Date of Meeting

Attendance of Chairman/Members

1

29 May 2025

2

14 August 2025

3

12 November 2025

Chairman & all other members were present

4

09 February 2026

Investors’ Grievances Redressal:

There were no pending complaints/ transfers as on 31 March 2026 and also there were no
complaints which were not resolved to the satisfaction of Shareholders. The summary of status
of complaints/ request received, disposed and pending as on 31 March 2026 is as under:

No. of complaints/request
received

No. of complaints/requests
solved to the satisfaction

No. of pending
complaints/request as on

of shareholders/investors

31 March 2026

0

0

0

All Share transfer and correspondence thereon are handled by the Company's Registrars and
Share Transfer Agents viz. MUFG Intime India Private Limited
(formerly Link Intime India Private
Limited),
C-101, Embassy 247, LBS. Marg, Vikhroli (West), Mumbai - 400 083, Tel: 022 - 4918 6000,
Fax: 022-4918 6060, Email Id:
mumbai@in.mpms.mufg.com.

Compliance Officer:

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

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

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

Nomination and Remuneration Committee

As on 31 March 2026, the composition of Nomination and Remuneration Committee is as follows:

Name

Designation

Nature of Directorship

Mr. Mohit Bhandari

Chairman

Non-Executive & Independent Director

Ms. Khushboo Patodi

Member

Non-Executive & Independent Director

Mr. Brij Mohan Maheshwari

Member

Non-Executive & Independent Director

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

Name

Designation

Nature of Directorship

Mr. Mohit Bhandari

Chairman

Non-Executive & Independent Director

Ms. Khushboo Patodi

Member

Non-Executive & Independent Director

Mr. Brij Mohan Maheshwari

Member

Non-Executive & Independent Director

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

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

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

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

Sr. No

Date of Meeting

Attendance of Chairman/Members

1

29 May 2025

2

14 August 2025

3

12 November 2025

Chairman & all other members were present

4

09 February 2026

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

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

A. Tenure: The Nomination and

Remuneration Committee shall continue
to function as a committee of the Board
until otherwise resolved by the Board.

B. Meetings: The committee shall meet as
and when the need arises for a review of
Managerial Remuneration. The quorum for
the meeting shall be one-third of the total
strength of the committee or two
members, whichever is higher but there
shall be the presence of at least one
Independent Director at each meeting. The
Chairperson of the nomination and

remuneration committee may be present
at the annual general meeting, to answer
the shareholders' queries; however, it shall
be up to the chairperson to decide who
shall answer the queries.

C. Role of Terms of Reference:

- Identify persons who are qualified to
become directors and may be
appointed in senior management in
accordance with the criteria laid
down, recommend to the Board
their appointment and removal, and
evaluate every director's
performance;

- Formulate the criteria for

determining the qualifications,
positive attributes, and

independence of a director and
recommend to the Board a policy
relating to the remuneration for
directors, KMPs, and other
employees;

- Formulation of criteria for evaluation
of performance of independent
directors and the board of directors;

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

- Whether to extend or continue the
term of appointment of the
independent director, based on the
report of performance evaluation of
independent directors;

- Determine our Company's policy on
specific remuneration package for
the Managing Director / Executive
Director including pension rights;

- Decide the salary, allowances,
perquisites, bonuses, notice period,
severance fees and increment of
Executive Directors;

- Define and implement the
Performance Linked Incentive
Scheme (including ESOP of the
Company) and evaluate the
performance and determine the
amount of incentive of the Executive
Directors for that purpose;

- Decide the amount of Commission
payable to the Whole-Time
Directors;

- Review and suggest revision of the
total remuneration package of the
Executive Directors keeping in view
the performance of the Company,
standards prevailing in the industry,
statutory guidelines etc.; and

- To formulate and administer the
Employee Stock Option Scheme.

Corporate Social Responsibility (CSR) Committee:

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

As on 31 March 2026, the composition of members of the Committee and their details are
mentioned below:

Name

Designation

Nature of Directorship

Mr. Brij Kishore Goyal

Chairman

Managing Director

Mr. Gopal Goyal

Member

Whole Time Director

Mr. Mohit Bhandari

Member

Non-Executive & Independent Director

Number of Meetings held and attendance records:

The CSR Committee met One (1) time during the financial year, and the details of the meeting
are as follows:

Sr. No

Date of Meeting

Attendance of Chairman/Members

1

09 February 2026

Chairman & all other members were present

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

• To formulate and recommend to the
Board a Corporate Social Responsibility
Policy which shall indicate the activities
to be undertaken by the company as
specified in Schedule VII of the
Companies Act, 2013.

• To recommend the amount of
expenditure to be incurred on the CSR
activities as per the provisions of the
Companies Act, 2013, and the CSR Rules.

• To monitor the Corporate Social
Responsibility Policy of the company
from time to time and institute a
transparent monitoring, mechanism for
the implementation of the CSR projects,

programs, and activities undertaken by
the Company.

• To review and approve annual budgets
and project-wise outlays with respect to
the CSR activities pursuant to the
approval of the Board.

• To review and recommend the Annual
CSR report for the Board's approval and
for public disclosure as per regulatory
requirements.

• To ensure compliance with the
applicable disclosure requirements
relating to the CSR activities pursuant to
the Companies Act, 2013 and the rules
made thereunder.

• To periodically update the Board on the

status of the CSR activities including the
expenditure incurred and

accomplishments.

• To review and reassess the adequacy of
the CSR Policy and propose any

modifications/ amendments for the
Board's approval as and when required.

• To formulate and monitor the CSR Plan,

evaluation methodology,

documentation, and institutionalization
of the CSR activities.

• To carry out any other function as is

mandated by the Board from time to
time and/or enforced by any statutory
notification, amendment, or

modification as may be applicable.

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

21. MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Section 173 read with Schedule IV of the Companies Act, 2013, and other applicable
provisions, a separate meeting of Independent Directors without the attendance of Non¬
Independent Directors was held on 23 March 2026 to discuss the agenda items as required under
the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors reviewed the performance of non-independent directors and the
Board as whole, reviewed the performance of the Chairman of the Company taking into account
the views of executive and non-executive directors and assessed the quality, quantity and
timeliness flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their duties. The Independent
Directors expressed their satisfaction with overall functioning and implementations of their
suggestions.

22. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of your Company met Six (6) times during the financial year 2025-26 and
the details of which are as follows:

Sr. No

Date of Meeting

Attendance of Chairman/Members

1

29 May 2025

2

14 August 2025

3

12 November 2025

Physical meetings at the registered office of the

4

03 December 2025

Company situated at Indore.

5

09 February 2026

6

23 March 2026

Name of the Director(s)

No. of Board Meetings attended

Attendance at the
last AGM held on 15
September 2025

Held/Entitled

Attended

Mr. Brij Kishore Goyal

6

5

Yes

Mr. Gopal Goyal

6

6

Yes

Mr. Rajendra Kumar Goyal

6

6

Yes

Mr. Mohit Bhandari

6

6

Yes

Mrs. Khushboo Patodi

6

6

Yes

Mr. Yash Goyal

6

6

Yes

Mr. Utpal Goyal

6

6

Yes

Mr. Brij Mohan Maheshwari

6

6

Yes

Mr. Ravindra Karoda

6

4

Yes

All the Directors of the Company had attended at least one Board Meeting during the
financial year 2025-26.

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

23. SECRETARIAL STANDARDS:

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

24. GENERAL MEETINGS AND POSTAL BALLOT:

The 20th Annual General Meeting (AGM) of the Company was held on Monday, 15th day of
September 2025 at 03.30 PM IST. All the filings and requirements were made within the due
timelines with respect to the 20th AGM.

During the year, the following Postal Ballot was conducted to obtain the approval of the
Shareholders:

Date

Details of Resolution Passed

27 December 2025

Re-appointment of Ms. Khushboo Patodi (DIN: 08984343) as
a Non-Executive Independent Woman Director of the
Company.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

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

(a) In the preparation of the annual
accounts for the financial year ended
31 March 2026, the applicable
accounting standards and Schedule
III of the Companies Act, 2013, have
been followed and there are no
material departures from the same;

(b) The Directors have selected such
accounting policies and applied
them consistently and made
judgments and estimates that are
reasonable and prudent so as to give
a true and fair view of the state of
affairs of your Company as at 31 March
2026 and of the profit and loss of the
Company for the financial year ended
31 March 2026;

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

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

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

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

26. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on
31 March 2026 is available on the
Company's website and can be accessed
at
www.brginfra.com.

27. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS:

The Company has disclosed the full
particulars of the loans given,
investments made or guarantees given
or security provided as required under
section 186 of the Companies Act, 2013,
Regulation 34(3) and Schedule V of the
SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 in

Notes forming part of the financial
statements.

28. RELATED PARTY TRANSACTIONS:

During the financial year 2025-26, all
transactions with the Related Parties as
defined under Section 2(76) of the
Companies Act, 2013 read with
Companies (Specification of Definitions
Details) Rules, 2014 and Regulation 23 of
the Securities Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 were
entered in the ordinary course of
business and on an arm's length basis.

All related party transactions are placed
before the Audit Committee of the
Company for approval and placed before
the Board for information/approval, as
and when required. With a view to ensure
continuity of day-to-day operations, an
omnibus approval is obtained for related
party transactions which are of repetitive
nature, entered in the ordinary course of
business and at arm's length basis.

The Company has a process in place to
periodically review and monitor Related
Party Transactions. The Audit Committee
has approved all related party
transactions for FY 2025-26 and
estimated transactions for FY 2026-27.

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

The Policy on materiality of related party
transactions and dealing with related
party transactions as approved by the
Board of Directors may be accessed on
the Company's website at
www.brginfra.com. Disclosures on
related party transactions are set out in
the Notes to the Financial Statements
forming part of this Annual Report.

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

29. INSURANCE:

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

30. RISK MANAGEMENT:

The Company manages and monitors on
the principal risks and uncertainties that
can impact its ability to achieve its
objectives. At present the company has
not identified any element of risk which
may threaten the existence of the
company. Discussion on risks and
concerns are covered in the
Management Discussion and Analysis
Report, which forms part of this Annual
Report.

31. VIGIL MECHANISM AND WHISTLE
BLOWER POLICY:

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

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

32. DISCLOSURE REQUIREMENTS:

a) Disclosure Under Section 43(a)(ii)
of the Companies Act, 2013:

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

b) Disclosure Under Section 54(1)(d) of
the Companies Act, 2013:

The Company has not issued any
sweat equity shares during the year
under review and hence no
information as per provisions of
Section 54(1)(d) of the Act read with
Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014
is furnished.

c) Disclosure Under Section 62(1)(b) of
the Companies Act, 2013:

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

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

During the year under review, there
were no instances of non-exercising
of voting rights in respect of shares
purchased directly by employees
under a scheme pursuant to Section
67(3) of the Act read with Rule 16(4)
of Companies (Share Capital and
Debentures) Rules, 2014 is furnished.

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

33. CORPORATE SOCIALRESPONSIBILITY:

Your Company has constituted the
Corporate Social Responsibility (CSR)
Committee as per the requirements of
the Section 135 of the Companies Act,
2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014
as amended from time to time. As on 31
March 2026, Mr. Brij Kishore Goyal is the
Chairman of the Committee and other
members namely Mr. Gopal Goyal and
Mr. Mohit Bhandari are the members of
said Committee. The Committee has
framed the Corporate Social
Responsibility Policy for the Company.
The philosophy for CSR activity of the

Company is mainly focused in the various
areas of rural infrastructure
development, social upliftment,
education, promotion of healthcare and
sanitation, ensuring environmental
sustainability and promoting rural sports.

On account of profits and turnover in the
previous financial year ended 31 March
2025, the Company has a CSR obligation.
The calculation of CSR obligation for the
financial year ended 31 March 2026, is
below mentioned:

Net Profit calculated as
per Section 198

Amount

For the FY ended March
2023

2,095.34

For the FY ended March
2024

2,781.64

For the FY ended March
2025

3,346.48

Total Net Profits

8,223.47

Average Net Profits

2,741.16

CSR Obligation (2%)

54.82

Excess to be set off

-1.80

Amount spent for CSR

53.02

The Company gives preference to the
local area for spending the amounts
earmarked for CSR activities. During the
year, the Company spent ^ 53.02 Lakh in
the CSR Activities, the details of which is
provided in the CSR Report.

The Annual Report on the CSR activities
is at
Annexure-D to this Report.

34. AUDITORS AND AUDITORS’
REPORT:

Statutory Auditors:

At the 20th Annual General Meeting held
on 15 September 2025, M/s ABM S &
Associates, Chartered Accountants,
Indore (FRN: 030879C) were appointed
as Statutory Auditors of the Company to
hold office till the conclusion of the 25th
Annual General Meeting to be held in the
financial year 2029-30.

Further in terms of Clause 40 of
Companies (Amendment) Act, 2017

which was notified vide Notification
dated S.O. 1833 (E) dated 07 May 2018 and
effective from the date, the Proviso of
Section 139(1) relating to ratification of
Appointment of Auditors at every Annual
General Meeting of the Company has
been omitted and the requirement of
Ratification of Auditors Appointment is
no longer required as per the Companies
Act, 2013.

Therefore, the resolution for ratification
of appointment of Statutory Auditors, M/s
A B M S & Associates, Chartered
Accountants, Indore (FRN: 030879C), has
not been provided for the approval of the
Shareholders and not formed as a part of
Notice of the 21st AGM of the Company.

The Auditors' Report for financial year
ended 31 March 2026 forms part of the
Annual Report and does not contain any
qualification, reservation or adverse
remarks.

Internal Auditor:

The Company had appointed M/s Aman
Jindal & Co., Chartered Accountants as an
Internal Auditor of the Company at their
meeting held on 29 May 2025 for the
period of financial year ended 31 March
2026.

The Internal Audit Report for financial
year ended 31 March 2026 does not
contain any qualification, reservation or
adverse remarks.

Secretarial Auditor:

The Members of the Company, at the 20th
AGM held on 15 September 2025,
approved the appointment of Mr. Ankit
Joshi, Practicing Company Secretary,
having Mem. No.: F13203, COP: 18660, and
Peer Review No.: 1453/2021 as the
Secretarial Auditor of the Company for a
period of five years to hold office from
the conclusion of 20th AGM till the
conclusion of the 25th AGM, to be held in
the year 2030.

Mr. Ankit Joshi, Practicing Company
Secretary has confirmed that he is not
disqualified from continuing as
Secretarial Auditor of the Company and
meet the prescribed eligibility criteria.

The Secretarial Audit Report does not
contain any qualification, reservation and

adverse remarks and the comments
given by the Secretarial Auditors in their
report are self-explanatory and hence, do
not call for any further explanations or
comments under Section 204(3) of the
Act.

The Secretarial Audit Report of the
Company as prescribed under Section
204 of the Act is enclosed as
Annexure-E
to the Report.

Cost Auditor:

The Company has maintained cost
accounts and records as specified by the
Central Government under sub-section
(1) of Section 148 of the Companies Act,
2013. M/s Dhananjay V. Joshi & Associates,
Cost Accountants (FRN.: 000030) have
carried out the cost audit during the
financial year 2025-26. The report does
not contain any qualification, reservation
or adverse remark.

The Board, on the recommendation of
the Audit Committee, has re-appointed
M/s Dhananjay V. Joshi & Associates, as
Cost Auditors of the Company for
conducting the audit of cost records for
the financial year 2025-26 under Section
148 of the Act read with the Companies
(Audit and Auditors) Rules, 2014 in its
meeting dated 29 May 2025 for the
financial year 2025-26.

35. EXPLANATION ON AUDITORS
REPORT:

Statutory Auditor

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

Secretarial Auditor

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

We further report that, during the
reporting period, the Company received
a Summons to an Accused issued by the
Court of the Chief Judicial Magistrate,
Gwalior, Madhya Pradesh, in connection
with alleged non-filing of the Cost Audit
Reports for the financial year 2014-15,
pursuant to Sections 147(1) and 148(8) of
the Companies Act, 2013. The Company
has been required to appear before the
Hon’ble Court on 12th October 2026 and
answer the charges alleged therein. The
matter is presently pending
adjudication before the Hon’ble Court.
Accordingly, the outcome of the
proceedings cannot be ascertained at
this stage, and no opinion is expressed
with respect to the merits or ultimate
outcome of the said proceedings. Except
as stated above, no prosecutions have
been initiated, and no fines, penalties, or
any other punishment have been
imposed on the Company under the Act
during the period under Review.

Management Comments:

The observation has been noted.

The matter pertains to the alleged non¬
filing of the Cost Audit Report for the
financial year 2014-15. During the current
financial year, the Company received a
Summons to an Accused from the Court
of the Chief Judicial Magistrate, Gwalior,
Madhya Pradesh, requiring its
appearance in connection with the said
matter.

The Company believes that the matter
relates to historical compliance and is
taking appropriate legal steps in
consultation with its legal counsel. The
Company is in the process of appearing
before the Hon'ble Court through its
authorised representatives and will
diligently pursue all available legal
remedies. As the matter is sub judice, the
Company considers it inappropriate to
comment on the merits of the case at
this stage.

The management remains committed to
maintaining the highest standards of
statutory and regulatory compliance and
has implemented robust compliance
monitoring mechanisms to ensure
timely adherence to all applicable legal
and regulatory requirements.

36. FRAUDS REPORTED BY AUDITORS:

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

37. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND
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
pursuant to Section 134(3)(m) of the
Companies Act, 2013 read with the Rule
8(3) of the Companies (Accounts) Rules,
2014 is given as an
Annexure-F to this
Report.

38. INTERNAL FINANCIAL CONTROLS:

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

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

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

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

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

The Company has constituted Internal
Committee as per provisions of the
Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and also has a policy

and framework for employees to report
sexual harassment cases at workplace
and its process ensures complete
anonymity and confidentiality of
information. Workshops and awareness
programmes against sexual harassment
are conducted across the organization.

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

Particulars

Number of
Complaints

Number of complaints
at the opening of the
Financial Year

Nil

Number of complaints
filed during the
Financial Year

Nil

Number of complaints
disposed of during the
Financial Year

Nil

Number of complaints
pending as on end of
the Financial Year

Nil

40. COMPLIANCE UNDER THE
MATERNITY BENEFIT ACT, 1961:

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

41. CORPORATE GOVERNANCEREPORT:

Your Company is committed to
upholding the highest standards of
corporate governance, ensuring
compliance with the principles of good
governance, and maintaining a robust
framework that promotes transparency,
accountability, and integrity in all our
operations. Our commitment to these
principles reinforces our dedication to

acting in the best interest of our
stakeholders. In accordance with
Regulation 15(2) of the SEBI (Listing
Obligations and Disclosure

Requirements) Regulations, 2015, the
compliance with the corporate
governance provisions as specified in
Regulations 17 to 27 and clauses (b) to (i)
of sub-regulation (2) of Regulation 46, as
well as Para C, D, and E of Schedule V, is
not applicable to listed entities that have
their specified securities listed on the
SME Platform of the Stock Exchanges.

Therefore, the requirement to file
Corporate Governance Report with the
Stock Exchange does not apply to the
Company for the financial year 2025-26.
Since the Company's securities are listed
on SME Platform of BSE Limited,
Regulations 17 to 27 and clauses (b) to (i)
of sub-regulation (2) of Regulation 46
and para-C, D and E of Schedule V of SEBI
(Listing Obligations & Disclosure
Requirements) Regulations, 2015, are not
applicable to the Company.

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

42. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

In accordance with Regulation 34 of the
Securities Exchange Board of India
(Listing Obligations and Disclosure
Requirement) Regulations, 2015 (“Listing
Regulations”) the Management
Discussion and Analysis (MD&A) Report
of the Company for the year under review
is presented in a separate section
forming the part of the Annual Report is
attached here with as
Annexure-G and
forms part of this Report.

43. SIGNIFICANT/MATERIAL ORDERS
PASSED BY THE REGULATORS:

During the year under review, there have
been no other material or significant
orders passed by any regulators, courts,
or tribunals which may impact the going
concern status of the Company or its
future operations.

44. OTHER DISCLOSURES:

• During the financial year 2025-26,
the Company does not have any

scheme or provision of money for the
purchase of its own shares by
employees or by trustees for the
benefit of employees.

• During the financial year 2025-26, no
application was made, or any
proceeding is pending under the
Insolvency and Bankruptcy Code,
2016.

• During the financial year 2025-26,
your Company has not entered any
One-Time Settlement with banks or
financial institutions.

• The Company has not issued any
debentures during the financial year
2025-26.

45. WEBSITE:

As per Regulation 46 of SEBI (LODR)
Regulations, 2015, the Company is
maintaining a functional website namely
www.brginfra.comcontaining basic
information about the Company. The
website of the Company is also
containing information like Policies,
Financial Results, Annual Reports and
information of the designated officials of
the Company who are responsible for
assisting and handling investor
grievances for the benefit of all
stakeholders of the Company, etc.

46. CAUTIONARY STATEMENT:

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

47. ACKNOWLEDGEMENT:

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

associates for their continuing support during the year.

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

By order of the Board of Directors
For, B.R. Goyal Infrastructure Limited
Brij Kishore Goyal

Chairman & Managing Director
DIN - 00012185
Date: 28 July 2026
Place: Indore


 
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