Your Directors have the privilege to present the Nineteenth (19^th) 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 March 31, 2024.

1. FINANCIAL RESULTS:

The Company's financial performance for the financial year ended March 31, 2024, along with that of the previous
financial year ended March 31, 2023, is summarized below:

Amount in INR Lacs

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 March 31, 2024, the Company's operations resulted in total revenues of INR
58620.40 Lac as against to INR 35119.17 Lac in the previous year. The Profit before Finance Cost, Depreciation and
exceptional items amounted to INR 3985.92 Lac as against profit of INR 3260.71 Lac in the previous year. The Net
Profit after tax for the year ended after considering exceptional and extraordinary items amounted to INR 2186.79
Lac as against profit of INR 1618.15 Lac in the previous year.

Consolidated:

During the financial year ended March 31, 2024, the Company's operations resulted in total revenues of INR
59619.20 Lac as against INR 35329.74 Lac for the previous year. The Profit before Finance Cost, Depreciation and
exceptional items amounted to INR 3988.87 Lac as against profit of INR 3378.07 Lac in the previous year. The Net
Profit for the year ended after considering exceptional and extraordinary items amounted to INR 2188.91 Lac as
against Profit of INR 1733.51 Lac in the previous year.

3. CHANGE IN NATURE OF BUSINESS. IF ANY:

During the financial year 2023-24, the Company has not changed its nature of business. The Company is engaged in
the business of Construction and allied activities and Wind Power Generation.

4. DIVIDEND:

With a view to conserve the financial resources, yours Directors have considered it financially prudent in the long
term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve
base, therefore no Dividend has been recommended by the Board on the Equity Shares of the Company for the
financial year 2023-24.

5. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to the general reserve due to
conservation of profits.

6. SHARE CAPITAL:

As on March 31, 2024, the Share Capital structure of the Company stands as under:

During the year under review, the Company has not issued any 5hares 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 manners.

During the financial year 2024-25, the Board of Directors of the Company has approved the issue of Bonus shares at
their meeting held on June 14, 2024 of 86,96,352 equity shares having face value of INR 10/- per share fully paid up
to the Members of the Company in the proportion of 1 (One) new fully paid-up equity share of INR 10/- each for
every 1 (One) existing fully paid-up equity share of INR 10/- each held by them (i.e., in the ratio of 1:1) considering
the record date to be fixed in the ensuing Annual General Meeting for allotment of the said bonus shares.

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 March 31, 2024, your Company has following Subsidiaries, the details of which are as follows:

As on March 31, 2024, your Company has following Joint Ventures, the details of which are as follows:

During the year ended March 31, 2024, no Company became/ceased to be a subsidiary or joint venture or associate
Company of your Company.

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 financial statement of
the Company.

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.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated January 22, 2019, amending the Companies
(Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC)
requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as
deposits.

The Company has already complied with this requirement within the prescribed timelines.

The Company has received declarations from its directors and its 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. BONUS ISSUE:

During the financial year 2024-25, the Board of Directors of the Company has approved the issue of Bonus shares at
their meeting held on June 14, 2024 of 86,96,352 equity shares having face value of INR 10/- per share fully paid up
to the Members of the Company in the proportion of 1 (One) new fully paid-up equity share of INR 10/- each for
every 1 (One) existing fully paid-up equity share of INR 10/- each held by them (i.e., in the ratio of 1:1) considering
the record date to be fixed in the ensuing Annual General Meeting for allotment of the said bonus shares.

11. PROPOSAL FOR INITIAL PUBLIC OFFERING (IPO):

In line with our growth strategy and to support our future expansion plans, the Board of Directors at their meeting
held on June 14, 2024 has proposed to initiate an Initial Public Offering (IPO) of the Company. The Company has
proposed to issue fresh equity shares upto INR 100/- Crore and to enlist such shares on the recognized stock
exchange (including SME platform). The proceeds from the IPO will be utilized for:

• Expansion of Operations: Establishing new manufacturing units to enhance our market presence.

• Research and Development: Investing in R&D to innovate and improve our product/service offerings.

• Repayment of Debt: Reducing the Company's debt obligations to strengthen the balance sheet.

• Working Capital Requirements: Supporting day-to-day business operations and managing capital for growth
opportunities.

• General Corporate Purposes: Any other corporate purpose as approved by the Board.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT:

During the year under review, there are no material changes or commitments which has affected the financial
position of the Company which have occurred between the end of the financial year of the Company to which the
financial statements relate and the date of the report.

During the financial year 2024-25, in line with the growth strategy and to support our future expansion plans, the
Board of Directors at their meeting held on June 14, 2024 has proposed to initiate an Initial Public Offering (IPO) of
the Company. The Company has proposed to issue fresh equity shares up to INR 100/- Crore and to enlist such
shares on the recognized stock exchange (including SME platform).

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.

Nomination and Remuneration Policy of the Company:

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has,
inter alia, the following responsibilities:

• Formulate the criteria for appointment as a Director:

The Committee shall formulate broad guidelines and parameters required to be fulfilled for becoming a Director of
the Company and review the same ongoing basis. The broad parameters are qualifications, skills, expertise,
interpersonal qualities, positive attributes, experience, social standing, and etc. factors.

• Identify persons who are qualified to be Directors:

The Committee shall identify people who are qualified to become Directors and who satisfy the criteria laid down.
The process of identification shall include ascertaining, meeting, screening and reviewing candidates for
appointment as Directors, whether Independent, Non-Executive or Executive.

• Nominate candidates for Directorships subject to the approval of Board:

The Committee recommends to the Board the appointment of potential candidates as Non- Executive Director or
Independent Director or Executive Director, as the case may be.

• Approve the candidates required for senior management positions:

The Committee shall lay down criteria qualifications, skills, expertise and qualities required for senior management
positions like Managing Director & CEO, CFO and Company Secretary and members of the Management Committee
of the Company.

• Evaluate the performance of the Board:

The Committee shall determine a process for evaluating the performance of every Director, Committees of the
Board and the Board. The Committee may seek the support and guidance of external experts and agencies for this
purpose as may be required.

• Evaluate the performance of the Managing Director or Whole-time Director and determine their
compensation:

The Committee shall evaluate the performance of the Managing Director or Whole-time Director by setting their
Key Performance Objectives at the beginning of each financial year. The Committee shall also approve their
compensation package(s) in accordance with applicable laws, in line with the Company's objectives, shareholders'
interests, comparable with industry standards and in commensurate with the role and responsibilities.

• Review performance and compensation of senior management:

The Committee shall review the performance of the senior management of the Company. The Committee shall
ensure that the remuneration to the Key Managerial Persons and Senior Management involves a balance between

fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the
Company, roles and responsibilities, functional areas, industry standards etc. factors.

15. PARTICULARS OF EMPLOYEES:

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
March 31, 2024.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2024, The Board of Directors of the Company comprises of following Eight (8) Directors:

Appointments:

During the financial year ended March 31, 2024, Mr. Yash Goyal (DIN: 08216033) and Mr. Uppal Goyal (DIN:
08215995) were appointed as Additional Directors (Executive and Promoter) of the Company by the Board at their
meeting held on October 16, 2023. The Board recommended their appointment to the Shareholders as the
Directors (Executive and Promoter) at the ensuing 19^th Annual General Meeting to be held on June 26, 2024.

Furthermore, Mr. Kamal Kumar Kasturi (DIN: 01566363) was appointed as an Additional Independent Director of
the Company by the Board at their meeting held on December 01, 2023 with effect from that day subject to
Shareholders' approval at the ensuing 19^th Annual General Meeting and who shall hold office upto the date of
ensuing Annual General Meeting of the Company and in respect of whom the Company has received notice in
writing from the Member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of
an Independent Director.

The Board hereby recommends his appointment as an Independent Director for a period of 5 consecutive years
with effect from December 01, 2023 till November 30, 2028 (both days inclusive), not liable to retire by rotation. In
the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for
appointment as an Independent Director of the Company. It is also to be noted that he is not disqualified from
being appointed as Directors in terms of section 164 of the Act and has also given his consent to act as an
Independent Director. He is not debarred from holding the office of a Director by virtue of any SEBI order or any
other Authority.

A brief resume and other relevant details of the Directors proposed to be appointed / re-appointed are given in the
Annexure to the Notice convening the AGM.

Re-appointments:

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. Rajendra Kumar Goyal
(DIN: 00012150) Whole-Time Director of the Company is liable to retire by rotation at the ensuing AGM and being
eligible offered himself for reappointment.

An appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM.

Your directors recommend his re-appointment as a Whole-Time Director of your Company.

Mr. Mohit Bhandari (DIN: 08139828) was appointed as Non-Executive, Independent Director of the Company in
the Annual General Meeting held on September 30, 2019 for a term of five years. His term expires on June 28,
2024. On the recommendation of the Nomination and Remuneration Committee, the Board re-appointed Mr.
Mohit Bhandari (DIN: 08139828) for a period of five years effective from June 29, 2024 to June 28, 2029, subject
to the approval of the members at the ensuing Annual General Meeting. A resolution seeking shareholders'
approval for his re-appointment forms a part of the Notice.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held
on May 01, 2023 has approved the re-appointments of Mr. Brij Kishore Goyal (DIN: 00012185) as a Managing
Director, Mr. Gopal Goyal (DIN: 00012164) and Mr. Rajendra Kumar Goyal (DIN: 00012150) as Whole-Time
Directors of the Company for a further term of five years from May 01, 2023 to April 30, 2028, subject to the
approval of shareholders at the Extra-Ordinary General Meeting of the Company held on May 09, 2023.

Further, Mr. Brij Kishore Goyal (DIN: 00012185) was re-appointed as Managing Director and Mr. Gopal Goyal (DIN:
00012164) and Mr. Rajendra Kumar Goyal (DIN: 00012150) were re-appointed as Whole-Time Directors of the
Company with effect from May 01, 2023 to April 30, 2028.

Resignations/Retirements along with facts of resignation:

No Resignations have been made during the financial year ended on March 31, 2024.

Key Managerial Personnel:

As on March 31, 2024, 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 Comoanv are as below:

During the financial year 2023-24, Ms. Sheetal Meena, Company Secretary of the Company has resigned from her
post with effect from the closing of the business hours on October 30, 2023, due to some personal reasons.

Annual Evaluation of Board's Performance:

In terms of the requirement of the Companies Act, 2013, 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.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate
Affairs ("IICA").

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.

17. COMMITTEES OF THE BOARD:

As on March 31, 2024, the Board has following committees:

a. Audit Committee;

b. Nomination and Remuneration Committee; and

c. Corporate Social Responsibility Committee.

Audit Committee

As on March 31, 2024, the composition of Audit Committee is as follows:

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.

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

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

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.

Nomination and Remuneration Committee

As on March 31, 2024, the composition of Nomination and Remuneration Committee is as follows:

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

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 Three (3) times during the financial year, and the details of the
meeting are as follows:

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.

18. MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Section 173 read with Schedule IV of the Companies Act, 2013 and other applicable provisions, the
meeting of Independent Directors was held on March 07, 2024 of the Company with following Directors:

19. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of your Company met 19 (Nineteen) times during the financial year 2023-24 and the details
of which are as follows:

All the Directors of the Company had attended at least one Board Meeting during the financial year 2023-24.

During the year, the following Extra-Ordinary General Meeting has been held:

(a) The Extra-Ordinary General Meeting of the Company was held on May 09, 2023, for the reappointment of

Mr. Brij Kishore Goyal as the Managing Director, Mr. Gopal Goyal and Mr. Rajendra Kumar as the Whole¬

Time Directors of the Company.

The 18^th Annual General Meeting of the Company was held on September 30, 2023.

The time gap between the two meetings was in accordance with the requirements. All the information required to
be furnished to the Board was made available along with a detailed Agenda.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to
Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute
of the Company Secretaries of India.

20. 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 March 31, 2024, 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 March 31, 2024 and of the profit and loss of the Company for the financial year ended March
31, 2024;

(c) proper and sufficient care has been taken 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 accounts have been prepared on a 'going concern' basis;

(e) The Company being unlisted, under sub-clause (e) of section 134(3) of the Companies Act, 2013 about laying
down internal financial controls does not apply to the Company;

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such
systems were adequate and operating effectively.

21. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the Company's website and can be
accessed at www.brginfra.com.

22. RELATED PARTY TRANSACTIONS:

During the financial year 2023-24, all transactions entered with the Related Parties as defined under Section 2(76)
of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 were in the
ordinary course of business and on an 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 2023-24 and estimated transactions for FY 2023-24.

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

Pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules,
2014, the details of contracts/arrangements/transactions with related parties which could be considered material
are given in "Annexure - [B]” in the Form AOC-2.

23. LOANS AND INVESTMENTS:

Loans, guarantees/securities and investments covered under Section 186 of the Companies Act, 2013 form part of
the notes to the financial statements provided in this Annual Report.

24. RISK MANAGEMENT:

The Company has in place an appropriate risk management system in place for identification and assessment of
risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. During the
financial year 2023-24, there were no major risks identified by the Company which may threaten the existence of
the Company.

25. CORPORATE SOCIAL RESPONSIBILITY:

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 March 31, 2024, 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 March 31, 2023, the Company has a CSR
obligation. The calculation of CSR obligation for the financial year ended March 31, 2024, is below mentioned:

The Company gives preference to the local area for spending the amounts earmarked for CSR activities. During the
year, the Company spent INR 36.14 Lac in the CSR Activities, the details of which is provided in the CSR Report.

The Annual Report on the CSR activities is at "Annexure - [C]" to this Report.

26. AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

At the Annual General Meeting held in the year 2022, M/s. LVA & Associates, Chartered Accountants (formerly
known as Lopo Vermo & Associates, Chartered Accountants) were appointed as statutory auditors of the Company
to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2027.

Further, in terms of Clause 40 of the Companies (Amendment) Act, 2017 which was notified vide Notification dated
S. 0.1833 (E) dated May 07, 2018 and effective from that 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. LVA & Associates, Chartered
Accountants has not been provided for the approval of the Shareholders and not formed as a part of Notice of the
19^th AGM of the Company.

Internal Auditor:

The Company had appointed M/s DNS & Co., Chartered Accountants as an Internal Auditor of the Company at their
meeting held on January 16, 2024. Further, M/s DNS & Co. had tendered their resignation from the post of Internal
Auditor w.e.f March 07, 2024, and consequently the Board had appointed M/s Aman Jindal & Co., Chartered
Accountants as an Internal Auditor of the Company at their meeting held on March 07, 2024 for the period of FY
ended March 31, 2024.

The Internal Audit Reports for Financial Year ended March 31, 2024 does not contain any qualification, reservation
or adverse remarks.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Ankit Joshi, Practicing
Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed
herewith as "Annexure - [D]" to this Report.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

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 2023-24. 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 2024-25
under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

27. 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

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

28. 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.

29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Conservation of Enerev

Technology Absomtion

Foreign Exchange earnings and Outgo:

30. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks commensurate with its activities. The Board has adopted
the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to
the Company's policies, 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.

31. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE IPREVENTION. 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. During the year under review, there was no case filed
pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/materia! orders passed by the Regulators or Courts or Tribunals impacting the going
concern status of your Company and its operations in future.

33. OTHER DISCLOSURES:

• During the financial year 2023-24, 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 2023-24, no application was made, or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016.

• During the financial year 2023-24, 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 2023-24.

34. 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 Infrastructur&limited

Date: June 14,2024 [ O/ sC

Place: Indore

yM Jlttf'ftTshore Goyal
Chairman & Managing Director
DIN-00012185