Brigade Enterprises Ltd

Dear Members,

Your Directors have the pleasure in presenting the Thirtieth Board's Report of the Company ("the Company" or "Brigade") together with the Audited Financial Statements (Consolidated and Standalone) for the year ended March 31, 2025.

(Rs. in Lakhs)

(Rs. in Lakhs)

During the financial year 2024-25, the Company has on a standalone basis, clocked a total revenue of Rs.2,38,406 Lakhs as compared to Rs.2,22,400 Lakhs for the previous year ended March 31, 2024, an increase of 7% on a year- on-year basis primarily due to the dividend income from subsidiaries. Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) has increased to Rs.70,184 Lakhs from Rs.65,160 Lakhs, an increase of 8% primarily due to the dividend income from subsidiaries. Total Comprehensive income was at Rs.45,256 Lakhs for the financial year ended March 31, 2025 as compared to Rs.31,781 Lakhs for the previous year, an increase by 42% is mainly due to reduction of Interest and depreciation.

The consolidated revenue for the Company for the financial year 2024-25 was Rs.5,31,354 Lakhs as compared to Rs.5,06,415 Lakhs in the previous year, an increase of 5% on year on-year basis due to better performance in leasing and hospitality segments. Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) increased to Rs.1,65,354 Lakhs as compared to Rs.1,36,181 Lakhs for the previous year ended March 31, 2024, increase of 21% on a year-on-year basis due to better performance in leasing and hospitality segments. Total Comprehensive income was at Rs.67,618 Lakhs for the financial year ended March 31, 2025 as compared to income of Rs.40,060 Lakhs for the previous year, an increase by 69% is primarily due to reduction of Interest and depreciation.

The Company has 17 direct subsidiaries, Rs.step down subsidiaries, 1 Joint Venture and 3 limited liability partnerships as at March 31, 2025.

During the year under review:

a) The Company has acquired additional 1.71% stake during the financial year in BCV Developers Private Limited, its subsidiary company from the erstwhile shareholders, thereby increasing its total shareholding to 68.75%.

b) Brigade Tetrarch Private Limited (BTPL), a wholly owned subsidiary of the company, has incorporated "Brigade HRC LLP" a limited liability partnership (LLP) as a subsidiary to undertake development of real estate projects by way of capital contribution of Rs.67 Lakhs (67%) in the LLP.

c) Mysore Projects Private Limited (Material wholly owned Subsidiary of the Company ) and Brigade Tetrarch Private Limited (Wholly owned subsidiary of the Company) together acquired 49% and 2% respectively by way of allotment of equity shares in Ananthay Properties Private Limited which is in to real estate business. Due to this Ananthay Properties Private Limited has become a step down subsidiary of the Company with effect from December 16, 2024.

d) Zoiros Projects Private Limited (Zoiros), a wholly owned subsidiary of the Company entered into a Joint Venture agreement with Gruhas Proptech LLP (Gruhas). Pursuant to this agreement, Zoiros allotted 39,50,000 equity shares of Rs.10 each to the Company and 49,50,000 equity shares of Rs.10 each to Gruhas on March 18, 2025. Zoiros ceased to be a subsidiary company as the equity stake of the Company reduced from 100% to 50%.

e) Scheme of Amalgamation for merger of Tandem Allied Services Private Limited, a stepdown subsidiary of the Company with WTC Trades & Projects Private Limited a wholly owned subsidiary of the Company filed with the Honorable Bengaluru Bench of the National Company Law Tribunal in the previous financial year is in final stages of hearing.

Brigade Tetrarch Private Limited has become a material subsidiary based on the thresholds on the audited consolidated financial statements of the Company for the financial year ended March 31, 2025 which was approved by the Audit Committee and Board on May 14, 2025.

As on March 31, 2025, The Company have 2 unlisted material subsidiary i.e Mysore Projects Private Limited and Brigade Tetrarch Private Limited as per the thresholds laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations').

The Secretarial Audit report of Mysore Projects Private Limited, Material Subsidiary is appended to and forms part of this Report as Annexure-4.

The Board of Directors of the Company has adopted a Policy for determining material subsidiaries in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available at Company's website at:

Brigade Hotel Ventures Limited ('BHVL'), a wholly owned subsidiary of the Company has filed draft red herring prospectus dated October 30, 2024 with Securities & Exchange Board of India for an initial public offering of equity shares of face value of Rs.10 each ("Equity shares") comprising of fresh issue of Equity shares aggregating upto Rs.90,000 Lakhs.

The Issue includes an offer

(i) within India, to Indian institutional, non-institutional and retail investors in compliance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"), and

(ii) outside the United States in "offshore transactions" as defined in and in reliance on Regulation S under the United States Securities Act of 1933, as amended and the applicable laws of the jurisdictions where those offers and sales are made. In accordance with the provisions of the SEBI ICDR Regulations, the Issue includes reservation for subscription by certain eligible shareholders of the Company and certain eligible employees.

The consolidated financial statements of the Company for the year 2024-25 are prepared in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') including Indian Accounting Standards specified under Section 133 of the Companies Act, 2013. The audited consolidated financial statements together with the Auditors' Report thereon form part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Statement containing salient features of the financial statements of each of the Subsidiaries Companies and Joint Venture Companies in the prescribed Form AOC-1 is appended as Annexure-1 to this report.

Audited financial statements together with the related information and other reports of each of the subsidiary Companies is available on the website of the Company at:

The Company has not transferred any amount to General Reserves during the financial year 2024-25.

The Board of Directors of the Company have recommended a final dividend of Rs.2.50 /- per equity share (25%) of Rs.10/- each which is subject to approval of the Members in the ensuing Annual General Meeting of the Company. The dividend, if approved by the members will involve a cash outflow of Rs.6,110 Lakhs.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Company has in place a Dividend Distribution Policy which is accessible at the Company's website at:

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder during the year under review and no amount of principal or interest was outstanding as on the Balance Sheet date.

During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures.

The Company's equity shares are tradable only in electronic form. As on March 31, 2025, nearly 100% of the Company's total paid up equity share capital representing 24,43,74,436 shares are in dematerialised form.

Pursuant to applicable provisions of the Companies Act 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 ('the Rules') all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the Demat account created by IEPF Authority.

Accordingly, the Company has transferred Rs.3,46,482.50/- to the Investor Education and Protection Fund, the amount in Unpaid Dividend Account opened in 2016-17 which was due/ payable and remained unclaimed and unpaid for a period of seven years. Further, 4986 shares were transferred to the demat account of the Investor Education and Protection Fund Authority as mentioned above.

The details of the above are provided on the website of the Company at:

The Company has in active two Employee Stock Option Scheme titled "Brigade Employee Stock Option Plan 2017" implemented in the financial year 2017-18 and "Brigade Employee Stock Option Plan" implemented in the financial year 2022-23.

Disclosures as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is uploaded in the Company's website and can be accessed at:

The authorised share capital of the Company is Rs.250,00,00,000/- divided into 25,00,00,000 equity shares of Rs.10/- each. The Company has allotted 80,643 equity shares under Employee Stock Option Scheme, 2017 and 1,51,842 equity shares under Brigade Employee Stock Option Plan and 1,30,43,478 equity shares pursuant to the Qualified Institutions Placement during the year.

The issued, subscribed and paid-up equity share capital of the Company has increased from 23,10,98,641 equity shares of Rs.10/- each to 24,43,74,604 equity shares of Rs.10/- due to the aforesaid allotment of equity shares during the financial year.

During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.

Your Company is a leading real estate developer in South India, based in Bengaluru. With a vast experience close to four decades in building landmark structures across residential, commercial and hospitality sectors, the Company has garnered exceptional customer trust and brand equity in the real estate space. The operations of the Company can be classified into two main segments:

a) Income from construction and development of Real Estate Projects

b) Lease Rental Income from Office and Retail Assets

c) Income from Hotels

The group proposes to launch 15 mn. sq. ft. in the financial year 2025-26. This will comprise of 12.33 mn. sq. ft. of residential space, 3.07 mn. Sq. ft. of commercial space.

During the financial year 2024-25 a total of 7.22 mn. sq. ft. has been constructed.

The Group is currently having ongoing projects aggregating to 26.28 mn. sq.ft. of saleable area. Residential aggregating to 24.27 mn. sq.ft. and Leasing Projects aggregating to 2.01 mn. sq.ft.

A detailed information of ongoing projects as on March 31, 2025 has been given in the Management Discussion and Analysis Report which is forming part of the Annual Report.

As at March 31, 2025, the Board of the Company comprises of 12 Directors of which 6 are Executive Directors and 6 are Non-Executive Independent Directors. The composition of the Board of Directors is in due compliance of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Mr. Aroon Raman (DIN: 00201205) and Mr. Bijou Kurien (DIN: 01802995) have completed their two terms of independent director with effect from August 4, 2024 and January 30, 2025 respectively.

During the year under review, Mr. Abraham George Stephanos (DIN: 06618882) was appointed as Independent Director of the Company with effect from May 28, 2024 for the term of Rs.(five) consecutive years.

The above-mentioned appointment was duly approved by the Members of the Company on the Twenty Ninth Annual General Meeting held on August 6, 2024.

Further, at its meeting held on January 29, 2025, the Board approved the appointment of Ms. Padmaja Chunduru (DIN: 08058663) as an Independent Director of the Company for a term of Rs.(five) consecutive years with effect from January 29, 2025. The appointment was duly approved by the Members through Postal Ballot on March 14, 2025.

Mr. Amar Shivram Mysore (DIN: 03218587), Director and Ms. Nirupa Shankar (DIN: 02750342), Joint Managing Director are liable to retire by rotation at the ensuing Thirtieth Annual General Meeting and being eligible have offered their candidature for re-appointment.

As per the provisions of the Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

The Notice convening the Thirtieth Annual General Meeting includes the proposals for the re-appointment of the Directors. Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship/ membership/ chairmanship of the Board or Committees, as stipulated under SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 issued by the Institute of Companies Secretaries of India have been provided as an annexure to the Notice convening the Thirtieth Annual General Meeting.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

There were no changes in the Key Managerial Personnel during the financial year.

Mr. M. R. Jaishankar, Chairman, Ms. Pavitra Shankar, Managing Director, Ms. Nirupa Shankar, Joint Managing Director, Mr. Jayant B Manmadkar, Chief Financial Officer and Mr. P. Om Prakash, Company Secretary & Compliance Officer are the Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and appended as Annexure-2 to this Report.

The details of employees who are in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-3. In terms of Section 136(1) of the Companies Act, 2013 and the Rules made there under, the Annual Report is being sent to the shareholders and others entitled thereto excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary & Compliance Officer.

During the year under review, the Board of Directors of the Company met 11 (Eleven) times on the following dates:

• April 15, 2024

• May 9, 2024

• May 28, 2024

• August 5, 2024

• September 6, 2024

• October 19, 2024

• November 13, 2024

• January 7, 2025

• January 29, 2025

• March 22, 2025

• March 31, 2025

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors and Non-Independent Directors of the Company was held on March 31, 2025.

A detailed note on the composition of various Committees of the Board and their meetings including the terms of reference are given in the Corporate Governance Report forming part of the Annual Report.

The Company's Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also given undertaking that they are not aware of any circumstance/situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with objective independence.

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has formulated the criteria for identification and Board nomination of the suitable candidates as well as the policy on remuneration for Key Managerial Personnel and other senior employees of the Company. The Committee, while evaluating potential candidates for Board membership, considers a variety of personal attributes, including experience, intellect, foresight, judgment and transparency and match these with the requirements set out by the Board.

The Company's Remuneration policy provides the framework for remunerating the members of the Board, Key Managerial Personnel and other employees of the Company. This Policy is guided by the principles and objectives enumerated in Section 178(4) of the Companies Act, 2013.

The Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel is available on the website of the Company at:

The familiarization program implemented every year has proven instrumental in integrating new Directors into their roles and responsibilities, regulatory provisions and operational processes. Through a series of targeted orientations, training workshops, and interactive sessions, they gained comprehensive insights into our company's values, mission, and daily workflows. The process has been aligned with the requirements under the Companies Act, 2013 and other related regulations. This process inter alia includes providing an overview of the Real Estate industry, the Company's business model, the risks and opportunities and quarterly updates on the important changes in the regulatory environment along with the nomination of directors for various training programmes, etc. Details of the familiarisation programme are explained in the Corporate Governance Report and is also available on the Company's website at:

In terms of the requirement of the Act and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees. The Board, along with the Nomination and Remuneration Committee, developed and adopted the criteria and framework for the evaluation of each of the Directors and of the Board and its Committees pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board evaluation was conducted through Structured assessment questionnaire designed with qualitative parameters and feedback based ratings through an online portal, it comprises of various aspects of the Board's functioning in terms of structure, its roles and responsibilities, competency, quality, quantity and timelines of flow of information, transparency in the discussions amongst the Board, interest of shareholders, its meetings, strategy, corporate governance and other dynamics of its functioning besides the financial reporting process, level of independence, risk management, succession planning.

The evaluation of the Committees was based on their terms of reference fixed by the Board besides the dynamics of their functioning in terms of meeting frequency, effectiveness of contribution etc. Separate questionnaires were used to evaluate the performance of individual Directors on parameters such as attendance, familiarisation of Company values, policies, beliefs and code of conduct, effective communication, their level of engagement and contribution, objective judgement etc.

The Chairman/Managing Director/Joint Managing Director evaluation was based on the key aspects of their role, leadership qualities, commitment, strategic and financial planning, communication, engagement with the Board, compliance etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Board as whole and the Non-Independent Directors was carried out by the Independent Directors at their separate meeting held during the year.

The Independent Directors have expressed satisfaction at the robustness of the evaluation process through online portal, the Board's freedom to express its views on matters transacted at the Meetings and the openness and transparency with which the Management discusses various subject matters specified on the agenda of meetings.

The consolidated Board evaluation report was provided to the Chairman of the Nomination and Remuneration Committee who briefs the Independent Directors and Board Chairperson on the same. The Board Chairperson discussed the results of evaluation of the individual Directors separately with them in detail and also the action areas identified in the process are being implemented to ensure a better interface at the Board/ Management level.

The Board of Directors hereby confirms that:

a) in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 the Company at the end of the financial year and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

Pursuant to the provisions of section 139 of the Act and Rules framed thereunder, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No.: 001076N/N500013) had been appointed as Statutory Auditors of the Company for a period of five years from the conclusion of Twenty Ninth Annual General Meeting held on August 6, 2024.

There are no qualifications or adverse remarks in the Statutory Auditor's Report on the financial statements for the year ended March 31, 2025 which requires any explanation from the Board of Directors.

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India.

Pursuant to provisions of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s. BMP & Co. LLP, a firm of practicing company secretaries (LLPIN: AAI-4194) to conduct the Secretarial Audit for the financial year 2024-25. The report of the Secretarial Auditor is appended to and forms part of this Report as Annexure-4.

Further, the Board of Directors has recommended the appointment of M/s. BMP & Co. LLP a peer reviewed firm of practicing company secretaries (LLPIN: AAI-4194) as a secretarial auditor of the Company for a period of five years from the conclusion of Thirtieth Annual General Meeting.

M/s. BMP & Co. LLP a firm of practicing company secretaries (LLPIN: AAI-4194), has confirmed their eligibility and qualification required under the Act for holding the Office as Secretarial Auditors of the Company.

There are no qualifications, reservations or adverse remarks given by the Secretarial Auditor in the Report for the year ended March 31, 2025.

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records. Further, the cost accounting records maintained by the Company are required to be audited.

The Board of Directors of the Company have appointed M/s. Murthy & Co. LLP, Cost Accountants (LLP ID No. AAB-1402) as Cost Auditors to audit the cost accounting records maintained by the Company under the said Rules for the financial year 2024-25 at the fees of Rs.1.45 Lakhs plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the Members at the Annual General Meeting.

Accordingly, a resolution seeking the shareholder's ratification of the remuneration payable to the Cost Auditor for the financial year 2024-25 is included in the Notice convening the Thirtieth Annual General Meeting.

The Management's Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of the Annual Report.

Your Company adheres to strong corporate governance practices, we enhance investor confidence, mitigate risks, and foster long-term sustainability. The Board of Directors reaffirm their continued commitment to good corporate governance practices. The fundamentals of Governance at Brigade include transparency, accountability, integrity and Independence.

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance including a certificate from M/s. BMP & Co. LLP, (Firm Registration Number: L2017KR003200) is annexed to and forms an integral part of this Report.

SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from the financial year 2022-23.

The Business Responsibility and Sustainability Report for the financial year 2024-25 is annexed to this Annual Report. The Integrated Annual Report for the financial year 2024-25 is aligned with the National Guidelines on Responsible Business Conduct (NGRBC) principles and Global Reporting Initiative (GRI) standards and includes sector specific disclosures relating real estate sector. The Sustainability Report of the Company for the financial year 2024-25 is annexed to this Annual Report.

The particulars of loans given, investments made, securities provided and guarantees given as required under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014 are provided in Notes 7 and 8 read with Note 34(b) and Note 36 of the standalone financial statements.

During the financial year 2024-25, all the transactions with related parties were entered into at arms' length basis and in the ordinary course of business.

Further, there are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large.

Transactions with related parties entered during the year are listed out in Note 36 forming part of the standalone financial statements.

The Company's policy on dealing with Related Parties as approved by the Board is available on the Company's website at:

As per Section 134 of the Companies Act, 2013, the term 'Internal Financial Controls' (IFC) means the policies and procedures adopted by the Company for ensuring:

a) orderly and efficient conduct of its business, including adherence to company's policies,

b) safeguarding of its assets,

c) prevention and detection of frauds and errors,

d) accuracy and completeness of the accounting records, and

e) timely preparation of reliable financial information.

The Company has adequate internal financial control systems in place with reference to the financial statements.

The Company's internal financial controls are commensurate with the scale and complexity of its operations. The controls were tested during the year and no reportable material weaknesses identified either in their design or operations of the controls were observed.

As on March 31, 2025, the Board has 7 Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Corporate Social Responsibility Committee

d) Stakeholders' Relationship Committee

e) Risk Management Committee

f) Committee of Directors

g) Depositories Committee

The Audit Committee comprises five members. The Chairman of the Committee is an Independent Director. The Committee met nine times during the year. Details of the role and responsibilities of the Committee, the particulars of meetings held and attendance of the Members at such Meetings forms part of Corporate Governance Report annexed to this Report.

The Nomination and Remuneration Committee comprises of three members, all being Independent Directors. The Committee met five times during the year. Details of the role and responsibilities of the Committee, the particulars of meetings held and attendance of the Members at such Meetings forms part of Corporate Governance Report annexed to this Report.

The Stakeholders' Relationship Committee comprises four Members. The Committee met three times during the year. Details of the role and responsibilities of the Committee, the particulars of meetings held and attendance of the Members at such Meetings forms part of Corporate Governance Report annexed to this Report.

A Corporate Social Responsibility Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The Committee comprises four members. The Committee met three times during the year. The details of the constitution of the Committee, scope and functions are listed out in the Corporate Governance Report annexed to this Annual Report.

The disclosures as required under Section 135 of the Companies Act, 2013 read with Rule 8(1) & 8(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure-5 to this Report.

The Company has constituted a Risk Management Committee aligned with the requirements of the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consisting of Executive Directors and Independent Directors to identify and assess business risks and opportunities. The Committee comprises five members. The Committee met three times during the year.

The details of the constitution of Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

The Company has constituted a Committee of Directors consisting of Executive Directors and Independent Directors and delegated powers relating to certain regular business activities. The Committee comprises four members. The Committee met six times during the year.

The particulars of meetings held and attendance of the Members at such Meetings forms part of Corporate Governance Report annexed to this Report.

The Company has constituted a Depositories Committee which considers & approves the request for dematerialization and rematerialisation of equity shares of the Company. The Committee comprises three members. During the year, Committee has received request rematerialisation of equity shares of the Company. The Committee met one time during the year for approval of rematerialisation request of equity shares.

The Company has a well-established whistle blower policy as part of vigil mechanism for observing the conduct of Directors and employees and report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of conduct to the Ethics Committee members or the Chairman of the Audit Committee.

This mechanism also provides for adequate safeguards against victimization of Director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The details of the Whistle Blower Policy and the Committee which oversees the compliance are explained in detail in the Corporate Governance Report.

There were no complaints received during the financial year 2024-25.

In accordance with the Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at:

The details of the statement of deviation and variation pursuant to Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the company at:

Your Company has in place a Code of Conduct which helps to maintain high standards of ethics for the Company's employees.

The Code lays down the standard of conduct which is expected to be followed by the Directors and by the senior management employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Company has adopted a Code of Conduct which applies to all its Directors and employees in terms of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Board Members and the Senior Management Personnel of your Company have affirmed their compliance with the Code of Conduct for the current year.

A declaration signed by the Managing Director and Chief Financial officer affirming compliance of the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2024-25 is annexed and forms part of the Corporate Governance Report.

The Company has adopted a Code of Conduct for Prevention of Insider Trading ('Code') in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to regulate trading in securities by the Directors, designated employees of the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors and Designated Persons.

The Code requires pre-clearance for dealing in the Company's shares for all transactions by Directors and designated employees (together called Designated Persons) and prohibits the purchase or sale of Company's securities by Designated Persons while in possession of unpublished price sensitive information in relation to the Company. Further, trading in securities is also prohibited for Designated Persons during the period when the Trading Window is closed. The Company Secretary is responsible for implementation and monitoring of the Code.

The Company also has in place a Code for practices and procedures for fair disclosure of unpublished price sensitive information which is available on the website of the Company at:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings & outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is appended as an Annexure-6 to this report.

Your Company has diverse workgroup to take case of its growth plans. This will foster on engaging work environment, to constantly build the unique capabilities and skills of the people. Robust Human Resource policies are in place which enables building a stronger performance culture and at the same time developing current and future leaders.

The total permanent employee strength of the Company, at the end of FY i.e., March 31, 2025 was 3,043. The overall strength of employees at group level including both permanent and contractual employees was 5,527.

Your Company has in place Code of Ethics for all the employees which serves as a common guide to employees and decision makers in the organisation. It specifies how the organisation expects its employees to behave, what kind of behavior it considers acceptable or unacceptable, the kind of business practices it endorses, the values that it holds in high regard. This enables a healthy corporate culture and makes it possible for individuals to exercise their judgment confidently, knowing the decisions they are making are in sync with the organisation's point of view and systems of operation.

In order to provide women employees a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated a well defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace. As an organization, the Company is committed to ensure that every employee is treated with dignity and respect and works in a conducive work environment, which promotes professional growth of employee and encourages equality of opportunity.

All women who are associated with the Company-either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. Further, to provide an empowering and enabling atmosphere to women employees the Company has continuously endeavored to build the work culture, which promotes the respect and dignity of all women employees across the organisation.

The Company has "Internal Committee'' (IC) to consider and redress complaints relating to sexual harassment. Majority of the committee members are women staff. One of the female employees is the Chairperson of the Committee and there is one external member on the Committee who is a specialist in dealing with such matters.

No complaints pertaining to sexual harassment of women employees were received during the year ended March 31, 2025.

The Company believes that only way it can excel is by empowering its people and consistently providing opportunities to learn and grow. Our Learning & Development process for employees is focused on supporting high performance through various approaches driven comprehensively by HR, Business Excellence, QA/ QC, Safety & Technical training teams. The Company aims to contribute to the overall development of its employees through extensive training and motivational programs. The Board of Directors would like to express their appreciation to employees for their sincerity, hard work, dedication and commitment.

As on date of this report, your Company has received numerous awards and accolades which were conferred by reputable organizations. The details of the awards and recognitions are set out in the Management's Discussion and Analysis Report forming part of this Report.

All important information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company's website https://www.brigadegroup.com/investor on a regular basis.

a) No frauds were reported by the Auditors as specified under Section 143 of the Companies Act, 2013 for the financial year ended March 31, 2025.

b) There are no Corporate Insolvency proceedings initiated against the company under Insolvency and Bankruptcy Code, 2016.

c) There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

d) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year till the date of this report.

e) There is no change in the nature of the business of the Company.

f) There are no differential voting rights shares issued by the Company.

g) Neither the Executive Chairman, Managing Director including the Joint Managing Director nor the Wholetime Directors have received any remuneration or commission from any of the subsidiaries or associates except Mr. Roshin Mathew, Wholetime Director of the Company who has received commission of Rs.106 lakhs from Mysore Projects Private Limited, Material Subsidiary of Company. Further, Mr. Roshin Mathew, Whole-time Director of the Company received commission of Rs.103 lakhs from the Company.

h) There were no sweat equity shares issued by the Company.

Your Directors would like to thank all stakeholders for the confidence reposed and faith in the Company and its management. Your Directors would also like to take this opportunity to thank customers, employees, suppliers, contractors, bankers, business associates, partners and statutory authorities for their continuous support, co-operation, encouragement and patronage.