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.

FINANCIAL HIGHLIGHTS:

Details of Appropriations:

FINANCIAL OVERVIEW:

During the financial year 2024-25, the Company has on a
standalone basis, clocked a total revenue of 5 2,38,406
Lakhs as compared to 5 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 5 70,184
Lakhs from 5 65,160 Lakhs, an increase of 8% primarily
due to the dividend income from subsidiaries. Total
Comprehensive income was at 5 45,256 Lakhs for the
financial year ended March 31, 2025 as compared to
5 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 5 5,31,354 Lakhs as compared
to 5 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
5 1,65,354 Lakhs as compared to 5 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 5 67,618 Lakhs for the financial year ended March
31, 2025 as compared to income of 5 40,060 Lakhs for
the previous year, an increase by 69% is primarily due to
reduction of Interest and depreciation.

SUBSIDIARIES/JOINT VENTURES AND
ASSOCIATES:

The Company has 17 direct subsidiaries, 5 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 5 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 5 10 each to
the Company and 49,50,000 equity shares of 5 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.

MATERIAL SUBSIDIARIES:

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:

https://docs.brigadegroup.com/assets/docs/investor/
policies/policy for determining material subsidiaries.pdf

DRAFT RED HERRING PROSPECTUS FILED
BY BRIGADE HOTEL VENTURES LIMITED:

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 5 10 each ("Equity shares")
comprising of fresh issue of Equity shares aggregating
upto 5 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.

FINANCIAL STATEMENTS OF

SUBSIDIARIES/JOINT VENTURES AND
ASSOCIATE COMPANIES:

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:

https://www.brigadegroup.com/investor/regulation-46/

financials-subsidiaries-and-associates

TRANSFER TO RESERVES:

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

DIVIDEND:

The Board of Directors of the Company have
recommended a final dividend of 5 2.50 /- per equity
share (25%) of 5 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 5 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:

https://cdn.brigadegroup.com/assets/docs/investor/

policies/dividend-distribution-policy-08042022.pdf

DEPOSITS:

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.

DEBENTURES:

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

DEPOSITORY SYSTEM:

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.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (‘IEPF’):

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
5 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:

https://www.brigadegroup.com/investor/investor-

information/unclaimed-shares

EMPLOYEE STOCK OPTION SCHEME:

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:

https://www.brigadegroup.com/investor/regulation-46/

regulation-30-disclosures

SHARE CAPITAL:

The authorised share capital of the Company is
5 250,00,00,000/- divided into 25,00,00,000 equity
shares of 5 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 5 10/- each to 24,43,74,604 equity shares of
5 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.

OPERATIONAL REVIEW:

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

PROPOSED PROJECTS:

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.

COMPLETED PROJECTS:

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

ONGOING PROJECTS:

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.

BOARD OF DIRECTORS:

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.

BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

Change in Directorate

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 5 (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 5 (five) consecutive years
with effect from January 29, 2025. The appointment was
duly approved by the Members through Postal Ballot on
March 14, 2025.

Retirement by Rotation and Subsequent
Re-Appointment

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.

Key Managerial Personnel

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.

REMUNERATION DETAILS OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND
EMPLOYEES:

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.

BOARD MEETINGS:

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

a TO O O /\

• 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.

DECLARATION OF INDEPENDENT DIRECTORS:

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.

POLICY ON DIRECTORS APPOINTMENT
AND REMUNERATION:

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:

https://cdn.brigadegroup.com/assets/docs/investor/

policies/remuneration-policy-08042022.pdf

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

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:

https://www.brigadegroup.com/investor/corporate-

governance/policies

PERFORMANCE EVALUATION OF THE BOARD:

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.

DIRECTORS’ RESPONSIBILITY STATEMENT:

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.

STATUTORY AUDITORS:

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.

SECRETARIAL STANDARDS:

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.

SECRETARIAL AUDIT REPORT:

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.

COST AUDITORS:

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 5 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.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

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.

CORPORATE GOVERNANCE 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.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR):

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.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS:

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.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

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:

https://docs.brigadegroup.com/assets/docs/investor/
policies/policy on related party transactions.pdf

INTERNAL FINANCIAL CONTROL SYSTEM:

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.

COMMITTEES OF THE BOARD:

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

AUDIT 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.

NOMINATION & REMUNERATION
COMMITTEE:

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.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

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.

CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE:

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.

RISK MANAGEMENT COMMITTEE:

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.

COMMITTEE OF DIRECTORS:

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.

DEPOSITORIES COMMITTEE:

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.

WHISTLE BLOWER POLICY/VIGIL
MECHANISM:

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.

ANNUAL RETURN:

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:

https://www.brigadegroup.com/investor/regulation-46/

annual-return

STATEMENT OF DEVIATION AND VARIATION:

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:

https://www.brigadegroup.com/investor/regulation-46/

regulation-30-disclosures

CODE OF CONDUCT:

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.

PREVENTION OF INSIDER TRADING:

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:

https://docs.brigadegroup.com/assets/docs/investor/
corporate-governance/code-of-conduct/code for
prevention of insider trading.pdf

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

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.

HUMAN RESOURCES:

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.

AWARDS AND RECOGNITIONS:

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.

ADDITIONAL INFORMATION TO
SHAREHOLDERS:

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.

DISCLOSURES:

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 Whole¬
time Directors have received any remuneration
or commission from any of the subsidiaries or
associates except Mr. Roshin Mathew, Whole¬
time Director of the Company who has received
commission of 5 106 lakhs from Mysore Projects
Private Limited, Material Subsidiary of Company.
Further, Mr. Roshin Mathew, Whole-time Director of
the Company received commission of 5 103 lakhs
from the Company.

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

ACKNOWLEDGEMENTS:

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.

By order of the Board

For Brigade Enterprises Limited

Pavitra Shankar Nirupa Shankar

Place: Bangalore Managing Director Joint Managing Director

Date: May 14, 2025 DIN: 08133119 DIN: 02750342