DIRECTORS REPORT

TO THE MEMBERS,

On behalf of the Board of Directors, it is our pleasure to present the 25th Annual Report on the business and
operations of your Company together with the Audited Financial Statement of Brahmaputra Infrastructure Limited
(“the Company” or “BIL”) for the financial year ended March 31,2023.

1. FINANCIAL HIGHLIGHTS

2. PERFORMANCE

During the Period under review, total revenue from operations of the Company amounting to Rs. 178.58 Crores as
against Rs. 160.13 Crores during the previous year. There is increase in the turnover by 11.52 % as compared to
previous year. Profit after tax is Rs.10.87 Crores during the financial year 2022-23 as against the last year's Profit
after tax of Rs.5.32 Crores. Your Director are putting in their best efforts to improve the performance of the
company.

3. BUSINESS PROSPECTS

BIL has identified roads & highways, tunnels, airports, hydropower, mining, bridges, real estate and other heavy
civil construction works as a potential growth segment. In the near future the Company is desirous of gradually
improving its penetration and resources to these sectors. Such diversification in different sectors enables us to
reduce dependence on any one sector or nature of the project. To enhance its in-house expertise, so as to be at
par with the other eminent players in the construction industry and to broaden its operational base in specialized
construction field, BIL is entering into joint ventures with the companies/entities having requisite experience.
Keeping in view the performance and future prospects, the Company will continue to increase its overall presence
in the industry with increased market share. Your Company is poised for sustained growth and the outlook is
bright.

4. DIVIDEND

In Order to conserve the resources of the Company for good future prospects and growth, the Board of Directors
of the Company has not recommended any dividend to the shareholders for the financial year ended 31st March
2023.

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the Period under review there is no amount due to transfer in the Investor Protection Fund account.

6. FUTURE OUTLOOK

India's recovery from the pandemic has been relatively swift. Robust domestic demand and a pick-up in capital
investment are expected to support growth in FY23-24. Aided by robust financials, the beginnings of a new private
sector capital formation cycle are visible and, more importantly, to compensate for the private sector's prudence in
capital expenditure, the government significantly increased capital expenditure. The IMF forecasts India's GDP
growth for FY24 to be 5.9%, which is roughly in accordance with the projections of other multilateral agencies and
economists. It is anticipated that retail inflation will decline from 6.7% in FY23 to 4.9% in FY24, and the current
account deficit will decline from 2.6% of GDP in FY23 to 2.2% of GDP in FY24.

7. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 73 to 76 of the
Companies Act, 2013 and the rule made there under, during the period under review.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.Sanjeev Kumar Prithani (DIN -00003647) Joint Managing Directors of the Company is liable to retire by
rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 2013 read with
the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the
Company, and being eligible has offered himself for re-appointment. Your Directors recommend his re¬
appointment.

As on March 31, 2023 Mr. Sanjeev Kumar Prithani, Mr. Sanjay Kumar Mozika, Joint Managing Directors, Mr.
Raktim Acharjee, Whole Time Director & Chief Financial Officer, Mr. Manoj Kumar Prithani, Chief Executive
Officer and Mr. Vivek Malhotra, Company Secretary are the Key Managerial Personnel of the Company in
accordance with the provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Also, during the year, the non-executive directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Company.

9. SHARE CAPITAL

During the year under review, the Company has not issued or allotted any equity shares with or without differential
voting rights. The Paid - up Equity Share Capital of the Company as at March 31,2023 stood at 29,01,84,000/-

10. CONSOLIDATED FINANCIAL STATEMENTS AND RESULTS

Your company has prepared Consolidated Financial Statements in accordance with the applicable Indian
Accounting Standards. The Consolidated Financial Statements reflect the results of the company and that of its
Subsidiaries and Joint Ventures. As per Listing Agreement with stock exchanges, the Audited Consolidated
Financial Statements together with the Auditor's Report thereon are annexed and form part of this Annual Report.

As required under the provisions of section 129 (3) of the Companies Act, 2013 the statement containing the
salient features of the financial statements of the company's subsidiaries, associate companies and joint
ventures are prepared in form AOC -1, which is annexed as Annexure A and forms part of this report.

11. TRANSACTIONS WITH RELATED PARTIES

During the financial year 2022-23, the Company has entered into transactions with related parties as defined
under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details)
Rules, 2014, which were in the ordinary course of business and on arm's length basis and in accordance with the
provisions of the Companies Act, 2013, rules issued there under and in compliance of the Related Party Policy of
the Company and in accordance with Regulation 23 of the SEBI Listing Regulations.

During the financial year 2022-23, the Company did not enter into materially significant transactions with
Promoters, Key Managerial Personnel or other related parties. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
The details of the related party transactions as required under IND AS- 24 are set out in Notes to the standalone
financial statements forming part of this Annual Report. The policy on Related Party Transactions as approved by
the Board may be accessed on the Company's website.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company continues to believe in operating and growing its business in a socially responsible way. This belief
forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host
community and immediate social and environmental surroundings qualitatively. Hence in accordance with the
requirements of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social
Responsibility Committee (“CSR Committee”). The composition and terms of reference of the CSR Committee
are provided in Corporate Governance Report.

13. CORPORATE GOVERNANCE

The Company continues to place greater emphasis on managing its affairs with diligence, transparency,
responsibility and accountability and is committed to adopting and adhering to best Corporate Governance
practices. The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities
towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding
its capacities. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business
dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has
created a corporate structure based on business needs and maintains a high degree of transparency through
regular disclosures with a focus on adequate control systems.

As per the requirement of Regulation 27 (2), of LODR, 2015 of the Listing Agreement a separate Report on
Corporate Governance along with the Auditor's Certificate regarding compliance of conditions of Corporate
Governance are part of Corporate Governance report.

14. SUBSIDIARIES

At present, your Company has two subsidiaries, namely:

(i) Brahamputra Concrete (Bengal) Private Limited

(ii) Brahmaputra Concrete Private Limited

15. JOINT VENTURES

At present, your company has no associate Company as per Section 129 of the Company act, 2013. But the
Company has three Joint Ventures on which Consolidation of Accounts as per Section 129 of Companies Act,
2013 is applicable:

(i) DRA - BLA- BCL (JV)

(ii) BIL BLA GSCO (JV)

(iii) GPL BCL (JV)

16. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”)
within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of
the Companies(Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial
Control commensurate with the nature and size of its business operations and operating effectively and no
material weakness exists. The Company has a process in place to continuously monitor the same and identify
gaps, if any, and implement new and/ or improved controls wherever the effect of such gaps would have a material
effect on the Company's operations. The Board of Directors of the Company have adopted various policies like
Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries and such
other procedures for ensuring the orderly and efficient conduct of its business for 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 information.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal
control system and suggests improvements to strengthen the same. The Company has robust management
information system, which is an integral part of the control mechanism.

The Company has identified and documented all key internal financial controls, which impact the financial
statements. The financial controls are tested for operating effectiveness through on-going monitoring and review
process of the management and independently by the Internal Auditors. In our view the Internal Financial
Controls, affecting the financial statements are adequate and are operating effectively.

17. DECALARATION BY INDEPENDENT DIRECTOR’S UNDER SUB SECTION (6) OF SECTION 149(a) INDEPENDENT DIRECTOR

Company having three Independent Directors which are in accordance with the requirement of Listing Regulation
as well as under Companies act, 2013.

The Company has received necessary declaration from all the three independent Directors to the effect that they
meet the criteria of Independence as provided under Section 149 (6) of the Companies act, 2013 and Regulation
16 (b) of SEBI LODR Regulations, 2015. In the opinion of the board, they fulfill the conditions specified in the Act
and the Rules made there under for the appointment as Independent Directors and are Independent of the
Management.

(b) WOMEN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the Amendments in Listing
Regulations based on the recommendations of the Kotak Committee. Company has complied with the
requirement of having at least one-Woman Independent Director on the Board of the Company Mrs. Anju Kumari,
Independent Director is the Women Director of the Company.

18. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

As trustees of shareholders, Independent Directors play a pivotal role in upholding Corporate Governance norms
and ensuring fairness in decision making. Being experts in various fields, they also bring Independent Judgment
on matters of strategy, risk management, controls and business performance.

At the time of appointing a new Independent Director, a formal letter of appointment is given to the Director inter
alia; explaining the role, duties and responsibilities of the Director. The Director is also explained in detail the
Compliances required from him / her under the Act, SEBI Regulations and other relevant regulations.

By way of an introduction to the Company, presentations are also made to the newly appointed Independent
Director on relevant information like overview of the Company's businesses, market and business environment,
growth and performance, organizational set up of the Company, governance and internal control processes.

On-going familiarization program aims to provide insights into the Company and the business environment to
enable all the Independent Directors to be updated of newer challenges, risks and opportunities relevant in the
Company's context and to lend perspective to the strategic direction of the Company.

The details of the familiarization programme are also available on the website of your Company
www.brahmaputragroup.com

19. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A
DIRECTOR

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the NRC has
formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key
features of which are as follows:

Qualifications- The Board nomination process encourages diversity of thought, experience, knowledge, age
and gender. It also ensures that the Board has an Appropriate blend of functional and industry expertise.

Positive Attributes- Apart from the duties of Directors as prescribed in the Act the Directors are expected to
demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors
are also expected to abide by the respective Code of Conduct as applicable to them.

Independence- A Director will be considered independent if he / she meets the criteria laid down in Section
149(6) of the Act, the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations.

20. AUDITORS & AUDITORS REPORTS

(a) Statutory Auditors

M/s Goyal Nagpal & Co Chartered Accountants (Registration No. 018289C) were appointed as a Statutory
Auditors of the Company in the Annual General Meeting - 2020 of the Company for a tenure of 5 years.

(b) Secretarial Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, Practicing Company secretary Sachin Kumar Shrivastava
has conducted secretarial Audit of the company for the financial year 2022-23. The secretarial Audit Report for the
financial year 2022-23 is enclosed in ‘‘Annexure - B.’’ Secretarial Audit Report is self-explanatory and does
not call for any further comments.

(c) Annual Secretarial Compliance Report

The Company has undertaken an audit with all applicable compliances, as per SEBI's Regulations and Circulars,
Guidelines issued there under, for the financial year ended March 31,2023. The Annual Secretarial Compliance
Report issued by Sachin Kumar Shrivastava, Practicing Company Secretary, has been submitted to the Stock
Exchanges, within sixty (60) days of the end of the financial year.

(d) Cost Auditors

Pursuant to order from the Ministry of Corporate Affairs, M/s Gurvinder Chopra & Co, Cost accountants have
been appointed as Cost Auditors for the Year 2023-24. They are required to submit the report to the Board of
Directors within 180 days or as per the extended time Period whichever is later from the end of the accounting
year.

(e) Internal Auditors

M/s Pankaj Chauhan & Associates Chartered Accountant (Firm Registration No. 030717N) were appointed as an
Internal Auditor of the Company u/s 138 of the Companies act, 2013 for the F.Y. 2022-23.

21. REMUNERATION POLICY & EVALAUTION CRITERIA

As per the listing Agreement LODR, 2015 and Section 134 (3), of the Companies Act, 2013 on Director's
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 Companies Act, 2013 is given in
Nomination & Remuneration Policy report in ‘‘Annexure - C.''

22. VIGIL MECHANISM

As per of the listing agreement LODR, 2015 and section 177 (9), of the Companies Act, 2013, the company has
established a vigil mechanism for its directors and employees to report their genuine concerns/ grievances. The
Mechanism also provides for adequate safeguards against victimization of persons who use such mechanism
and makes provisions for direct access to the Committee chairman.

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the
Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177 (9) &
(10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The policy has been annexed
to this report as “Annexure D”. The policy provides for a framework and process where by concerns can be raised
by its Employees/Directors or any other person against any kind of discrimination, harassment, victimization or
any other unfair practice being adopted against them through an e-mail, or a letter for this purpose to the Vigilance
Officer / Chairman of the Audit Commitee. The said policy is uploaded on the website of your Company
www.brahmaputragroup.com.

23. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and
individual Directors pursuant to the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the
Board composition and structure, effectiveness of Board processes, information and functioning, etc. The
performance of the Committees was evaluated by the Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above
criteria are as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board
of India.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of NRC
had one on- one meetings with the Executive and Non-Executive, Non- Independent Directors. These meetings
were intended to obtain Directors' inputs on effectiveness of the Board/ Committee processes.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the
contribution of the individual director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the
contribution of the individual director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent directors, performance of non-independent directors and the board as a
whole was evaluated. The Independent Directors in the said meeting also evaluated the quality, quantity and
timeliness of flow of information between the company management and the Board that is necessary for the
Board to effectively and reasonably perform their duties. Additionally, the Chairman of the Board was also
evaluated on key aspects of his role, taking into account the views of executive directors and non-executive
directors in the aforesaid meeting. The above evaluations were then discussed in the board meeting that followed
the meeting of the Independent directors and NRC, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of Independent directors was done by the entire
board, excluding the independent director being evaluated. Framework for Performance Evaluation of
Independent Directors and the Board enclosed in ‘‘Annexure - E.''

24. CODE OF CONDUCT

Your Company is committed to conducting its business in accordance with the applicable laws, rules and
regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has
implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees
of the Company. The Code of Conduct is dealing with ethical issues and also foster a culture of accountability and
integrity.

25. CONFLICT OF INTERESTS

Each Director informs the Company on an annual basis about the Board and the Committee positions he
occupies in other companies including Chairmanships and notifies changes during the year. The Members of the
Board while discharging their duties, avoid conflict of interest in the decision-making process. The Members of
Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

26. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Company's Health and Safety Policy commits to comply with applicable legal and other requirements connected
with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all
employees of the Company.

27. HUMAN RESOURCE DEVELOPMENT

A major part of the Company strategy is satiated towards our employees whose relentless support and devotion
took our Company to great heights. With construction that binds the nation, our employees have been our core
strength to deepen the roots. Therefore, as recognition of their perseverance and endeavour, BIL bears the
responsibility of their welfare providing them with many social amenities including Medical Expense, Provident
Fund, Gratuity, and Leave Travel Allowance. A dedicated and competitive talent is braced in the mould of the
vision and mission of the Company. The potential of each employee is advanced and skills are honed due to the
provision of right opportunities to grow. This includes regular in-house and external training along for knowledge
and skill development. A value-driven work environment with satisfaction and appreciation as well as
professionalism has led us build an excellent team. This year saw a lot of reforms and changes in the approach
and execution of different activities relating to welfare and maintenance of our workforce with added focus on all
employees.

28. SECRETARIAL STANDARDS

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

29. INDUSTRIAL RELATIONS

Our business is dependent on highway construction projects undertaken by large Indian and on infrastructure
projects undertaken by government authorities. We therefore must develop and maintain strategic alliances with
other construction developers that undertake contracts for such infrastructure development projects and we
intend to continue to explore entering into Joint ventures, consortium or sub-contract relationships for specific
projects with certain of these EPC contractors. In addition, we develop and maintain relationships and pre¬
qualified status with certain major clients and obtaining a share of contracts from such clients.

30. INVESTOR GRIEVANCE REDRESSAL

As per regulation 13 of SEBI (Listing Obligation & disclosure Requirements), Regulations 2015 the number of
complaints received and resolved to the satisfaction of investors during the year under review. There was no
pending complaint or share transfer cases as on 31st March, 2023, as per the certificate given by RTA.

31. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report along with Auditors' Certificate there on, and
the Management Discussion Analysis are attached, which forms part of this report.

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.

(a) Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which
forms part of this report concerns can be raised by its Employees/Directors or any other person against any kind
of discrimination, harassment, victimization or any other unfair practice being adopted against them through an e¬
mail, or a letter for this purpose to the Vigilance Officer / Chairman of the Audit Committee.

(b) Number of Board Meetings of The Board

Six Meetings of the Board were held during the year. For details of the meeting of the Board, please refer to the
Corporate Governance Report, which forms part of this report.

(c) Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements. During the
period under review Company fully Comply with the Provisions of Section 185 and 186 of the Companies Act,
2013.

(d) Disclosure of Particular with Respect to Conservation of Energy, Technology Absorption and Foreign
Exchange Earning and Outgo.

As the core activities of the Company are not power intensive, no information is required to be furnished regarding
Conservation of Energy.

No research and development activity were undertaken by the Company nor was any technology imported
during the year. Indigenous technology available is continuously been upgraded to improve overall
performances.

Foreign Exchange Earning : NIL

Receivable in Foreign Currency : NIL

(e) Particular of Employees.

The ratio of the remuneration of each director to the median employee's remuneration and other details in terms
of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Board's report as “Annexure - F”.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Board's report. However, as per Section 136(1) of the Act and second
proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Report and Financial Statements are being sent to the Members of the Company excluding the said
statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary
at the Registered Office of the Company.

(f) Cost Records

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the Company is required to maintain cost records as
specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with
rule 3 of Companies (cost records and audit) Rules, 2014 and accordingly such accounts and records are made
and maintained by the Company.

(g) Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace.

The Company has framed the policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women
at Workplace and matter connected therewith or incidental thereto covering all the aspects as contained under
‘The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act [‘the Act']. The
Company has constituted Internal Complaints Committee under the Act. During the period under review, no
compliant was received.

(h) Annual Return

Pursuant to the provisions of Section 134(3) (a) of the Act, the draft annual return as on 31st March, 2023
prepared in accordance with the provisions of Section 92(3) of the Act is made available on the website of your
Company and can be assessed using the link www.brahmaputragroup.com.

32. DIVIDEND DISTRIBUTION POLICY

The policy determining the distribution parameters of dividend to its shareholders, The Policy is enclosed as an
“Annexure-G” to the Board's Report and is also available on the Company's website at
www.brahmaputragroup.com

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Operational performance of each business segment has been comprehensively covered in the Management
Discussion and Analysis Report and annexed as Annexure - H forms part of this Report.

34. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and
confirm that:

a) In the preparation of annual accounts for the financial year ended 31st March 2023, the applicable Indian
accounting standards have been followed and there are no material departures.

b) They 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 financial year ended 31st March, 2023 and of the Profit & Loss account of the Company for that
period;

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

d) they have Prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and were operating efficiently.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants,
including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee, the Board is of the
opinion that the Company's internal financial controls were adequate and effective during FY2022-23.

35. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

a) Change in the nature of business;

b) Voluntary revision of Financial Statements or Board's Report;

c) Material change affecting the financial position of the Company;

d) Issue of equity shares with differential rights as to dividend, voting or otherwise;

e) No director is in receipt of commission from the Company and Neither the Managing Director nor the Whole¬
time Directors of the Company received any remuneration or commission from any of its subsidiaries
Companies;

f) There was no instance of reporting of fraud to the Audit Committee and of Directors;

g) There was no instance of any Employee Stock Options, Equity Share with differential voting rights as to
dividend, voting or otherwise.

h) The Board of Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the year under review:

(i) As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not
issued equity shares with differential rights as to dividend, voting or otherwise.

(ii) As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not
issued shares (including sweat equity shares) to employees of the Company under any scheme.

(iii) As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not
issued equity shares under the scheme of employee stock option.

36. PROCEEDING OR SETTLEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE

During the year under review, no proceedings have been initiated against the Company under the Insolvency and
Bankruptcy Code, 2016, and no proceedings under the Insolvency and Bankruptcy Code, 2016, were pending at
the end of the year.

37. ONE TIME SETTLEMENT

The Company has not made any one-time settlement, as prescribed under Section 134 of the Act read with Rule
8(5) of the Companies (Accounts) Rules, 2014.

38. SIGNIFICANT ORDERS ISSUED, IF ANY

There are no significant and material orders passed against the Company by the regulators or courts or tribunals,
during the year ended March 31, 2023, which would impact the going concern status of the Company and its
future operations.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders,
banks and financial institutions, clients, vendors, Intermediaries associated with the Company, for their co¬
operation and continued support for the growth of the Company. The Directors also wish to acknowledge the
assistance received from various regulatory bodies, NHAI, DDA,NBCC Ministry of Corporate Affairs, BSE
Limited, Securities and Exchange Board of India and other Central and State Government agencies and thank
them for the same and look forward to their continued support.

The Directors appreciate and value the contribution made by every member of the BIL family.

Place: New Delhi By order of the Board of Directors

Date: 08.12.2023 For Brahmaputra Infrastructure Limited

Sanjay Kumar Mozika

Chairman & Joint Managing Director
Din:00004508