Your Directors are pleased to present the 65^th Annual Report and the Audited Statement of Accounts for the
year ended March 31,2025. The Financial results are shown as below.

Financial Results

Review of Operations

Your company is currently operating in Real Estate Segment. A summary of ongoing projects as on March 31,
2025 has been detailed in the Management Discussion and Analysis Report which forms part of the Annual
Report.

Your company's revenue income is ? 9960.00 lakhs as compared to ? 7683.20 lakhs of previous year
representing increase of 29.63% (YoY). Other income of ? 313.25 lakhs consist of sale of impaired assets &
Interest on Fixed deposits, interest on income tax refund, excise refund and dividend. Net profit for the year is
?4035.02 lakhs as against profit of ?3422.21 lakhs in the previous year representing increase of 17.91% (YoY).

Dividend

The Board of Directors of your company, have not proposed any dividend to be paid for the F.Y. 2024-25.
Transfer to Reserves

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year
under review.

Share Capital

As at March 31, 2025, and as at the date of this report, the authorized share capital of the company is
? 150,00,00,000 (Rupees One Hundred and Fifty Crores only) divided into 13,00,00,000 eq. shares of 10/-
each and 2,00,00,000 preference shares of ?10/- each. The paid up capital of the company is ? 22,91,13,590/-
(Rupees Twenty-Two Crores Ninety-One Lakhs Thirteen Thousand Five Hundred and Ninety Only) divided into
2,29,11,359 eq. shares of ? 10/- each.

During the year under review, the Company has not issued shares with differential voting rights nor granted
stock options nor sweat equity.

Change in nature of business

During the year under review, there is no change in the nature of business of the company.

Material changes and commitment affecting the financial position of the company occurred between
the end of the financial year to which this financial statements relate and the date of the report

Your company has entered a Loan Agreement dated May 26, 2025 to avail term loan facility from State Bank
of India amounting to ? 100 Crore (Rupees One Hundred Crore Only) for business purposes.

Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its
responsibility Statement: —

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting
standards read with requirements set out under Schedule III to the Act, 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 the
Company as at March 31,2025 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively except the one stated in audit report; and

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

Public Deposits

During the financial year 2024-25, your Company has neither accepted nor renewed any fixed deposits within
the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance
of Deposits) Rules, 2014.

Directors and Key Managerial Personnel

As on March 31, 2025 your company has 6(Six) Directors, which includes 2(Two) Executive Directors, 1(One)
Non-Executive Director & 3(Three) Independent Directors.

Mr. Damodarbhai Patel, Chairman and Managing Director (DIN: 00056513), liable to retire by rotation was
reappointed as director in the 64^th Annual General Meeting held on September 28, 2024.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Vidhya
Bhavani (DIN: 07159576), Non-executive Director retires by rotation at the forthcoming Annual General
Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment for
the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mrs.
Vidhya Bhavani has been given in the Notice convening the Annual General Meeting.

On the recommendation of the Nomination and Remuneration Committee, the Board at their meeting held on
August 14, 2024 has appointed Mr. Chimanlal Nagjibhai Patel (DIN: 00075944), Mr. Zaverilal Mavjibhai
Ramani (DIN: 10729483) and Mr. Rameshbhai Valjibhai Patel (DIN: 02695200) as Additional Directors (Non¬
Executive, Independent) for the period of 5 years w.e.f. August 14, 2024 not liable to retire by rotation, who
were regularized as Non-Executive Independent Directors at the Annual General Meeting held on September
28, 2024.

Mr. Bhavanji Patel (DIN: 01690183), Mr. Bhaveshbhai Patel (DIN: 03270321) and Mr. Jayantilal Patel (DIN:
05339476), Non-Executive Independent Directors of the company whose second term was completed and
ceased to be Independent Directors and Chairperson/Members of various committees of the company with
effect from the conclusion of the 64^th Annual General Meeting of the company.

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and Section 203 of the Companies
Act, 2013 are as follows:

(i) Mr. Damodarbhai Patel - Chairman & Managing Director

(ii) Mr. Viral Bhavani - Whole Time Director

(iii) Mr. Jugal Kishore Jakhotia - Chief Financial Officer

(iv) Mr. Kunjal Desai - Company Secretary

Disclosure relating to Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down
criteria for selection and appointment of Board Members. The details of this policy may be accessed from
company's website at http://brcl.in/UploadedFile/Policies/13052023123930590.pdf

Independent Directors’ Meeting

Independent Directors of the Company had met during the year under review, details of which are given in the
Corporate Governance Report.

Familiarization Program to Independent Directors

As per Regulation 25 (7) of the Listing Regulations, Familiarization Program has been carried out by the
Company for the Independent Directors details of which has been posted on Company's website

http://brcl.in/FamiliarizationProgram.aspx
Board Evaluation

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 Companies Act, 2013 and the Corporate Governance
requirements as prescribed by the SEBI Regulations. The performance of the Board was evaluated by the
Board after seeking inputs from all the Directors on the basis of the 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 the criteria such as the composition of Committees, effectiveness of Committee
meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual
Directors on the basis of the 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 addition, the Chairman was also evaluated on the key aspects of
his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of
the Board as a whole and performance of the Chairman was evaluated, taking into account the views of
Executive Director and Non-Executive Director. The same was discussed in the Board Meeting that followed
the meeting of the Independent Directors, 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.

Meetings

The details of the number of Board and other Committee meetings of your Company are set out in the
Corporate Governance Report which forms part of this Report.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the
Companies Act, 2013, that he meets the criteria of independence as laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1 )(b) and 25 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Committees of the Board

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee (w.e.f. May 30, 2024)

Details of all the Committees along with their charters, composition and meetings held during the year, are
provided in the “Report on Corporate Governance”, a part of this Annual Report.

Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on corporate governance practices followed by the Company, together
with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

Management Discussion and Analysis Report

The Management's Discussion and Analysis Report provides a perspective of economic and social aspects
material to your Company's strategy and its ability to create and sustain value to your Company's key
stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Management's Discussion and Analysis Report capturing your Company's performance, industry trends and
other material changes with respect to your Company forms an integral part of this Report.

Auditors:

A. Statutory Auditors and Report

M/s. Kansariwala & Chevli, Chartered Accountants, Surat, (Firm Reg. No. 123689W), were reappointed as
Statutory Auditors of the company for second term of 5 (five) years in the 63^rd AGM of the company till the
conclusion of 68^th AGM of the company.

M/s. Kansariwala & Chevli, Chartered Accountants, have confirmed their eligibility to continue as the Statutory
Auditors of the Company under Sections 139 and 141 of the Act and the applicable rules. Additionally, as
required by the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India.

The Report given by M/s. Kansariwala & Chevli, Chartered Accountants, on the financial statements of the
Company for the financial year 2024-25 is part of the Annual Report and there is no qualification, reservation,
adverse remark, or disclaimer given by the Auditors in their Reports. The Auditors of the Company have not
reported any fraud in terms of the second proviso to Section 143(12) of the Act.

B. Secretarial Auditor and Report

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors, based on the recommendation of the Audit
Committee, appointed Mr. Manish R. Patel, Practicing Company Secretary (COP No. 9360) (PRCN: 929/2020)
(ICSI Unique Code I2010GJ763400), as Secretarial Auditor to conduct Secretarial Audit for the financial year
2024-25. The Secretarial Audit Report, pursuant to Section 204(1) of the Act for the financial year ended March
31, 2025, is annexed to this Report as “Annexure A” and forms part of this Report.

The qualification, reservation or adverse remarks as contained in Secretarial Audit Report and Management

\/ie»\A/ nn it arp ac nnrl^r

Pursuant to Regulation 24A of SEBI Listing Regulations read with SEBI Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, the Annual Secretarial Compliance Report of the
Company issued by Mr. Manish R. Patel, Practicing Company Secretary, (Certificate of Practice No. 9360),
Surat is uploaded on the website of the Company i.e.
http://brcl.in/UploadedFile/SecretarialCompliance/30052025160231086.pdf

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and in accordance with Section
204 of the Companies Act, 2013, on the basis recommendation of the Board, the Company is required to
appoint Secretarial Auditor, with the approval of the Members at its Annual General Meeting.

In light of the aforesaid, the Board of the Company has recommended the appointment of Mr. Manish R. Patel,
Practicing Company Secretary (COP No. 9360) (PrCN: 929/2020), as the Secretarial Auditor of the Company
for a period of 5 (five) consecutive financial years, i.e. from FY 2025-26 up to FY 2029-30, subject to approval
of the Members at the ensuing Annual General Meeting of the Company to undertake secretarial audit as
required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the
aforesaid period on such terms and conditions including remuneration, as may be mutually agreed upon
between the Board of Directors of the Company and the Secretarial Auditor;

Mr. Manish R. Patel, Practicing Company Secretary (COP No. 9360) (PRCN: 929/2020), have confirmed that
his appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further,
the Secretarial Auditor has confirmed that he has subjected himself to Peer Review process by the Institute of
Company Secretaries of India (“ICSI”) and hold valid certificate issued by the Peer Review Board of ICSI.

C. Internal Auditor

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section
179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has
appointed M/s. Patel & Associates, Chartered Accountants, (FRN - 130005W), Surat as internal auditors of the
company for F.Y. 2024-25.

The Board has on recommendation of Audit Committee, appointed M/s. Patel & Associates, Chartered
Accountants, (FRN - 130005W), Surat, as internal auditor of the Company for the financial year 2025-26.

The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditors on a
quarterly basis.

Related Party Transactions

During the financial year 2024-25, there were no transactions with related parties which qualify as material
transactions under the Listing Regulations and that the provisions of section 188 of the Companies act, 2013
are not attracted. Thus disclosure in form AOC-2 is not required. Further, there were no material related party
transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The
details of this policy may be accessed from company's website at
http://brcl.in/UploadedFile/Policies/23032023133037377.pdf

Loans, Guarantees and Investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A). Details of investments made by the Company as on March 31, 2025 (including investments made in the
previous years) (in equity shares):

"Amount is negligible.

B) . There are no loans given by your Company in accordance with Section 186 of the Companies Act, 2013
read with the Rules issued thereunder.

C) . There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act,
2013 read with the Rules issued thereunder.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, are as under-

(A) Conservation of Energy:

(B) Technology Absorption:

(C) Foreign Exchange Earnings and Outgo:

Compliance Certificate

A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as
stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this
report.

Compliance with Secretarial Standards

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1
and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of the Board of
Directors and General Meetings respectively, have been duly complied with.

Annual Return

In terms of provisions of Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on
March 31, 2025 is available on the website of the Company at the link

http://brcl.in/UploadedFile/Reports/19082025151902449.pdf

The annual return uploaded on the website is a draft in nature and the final annual return shall be uploaded on
the website of the Company once the same is filed with the Ministry of Corporate Affairs after the AGM.

Cash Flow Analysis

The Cash Flow Statement for the year under reference in terms of Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism and formulated the Whistle Blower Policy (WB) to deal with
instances of fraud and mismanagement, if any. The details of the WB Policy are explained in the Corporate
Governance Report and also posted on the website of the Company
http://brcl.in/UploadedFile/Policies/01042019105944274.pdf. No complain was received during the year.

Succession Planning

The Board members and the Senior Management Personnel are vital for creating a robust future for the
Company. The Company's succession planning framework is well structured and lays down guiding principles
for forward-thinking and a future-ready Board. The Nomination and Remuneration Committee (NRC) plays an
important role in ensuring that the Company has a strong and diversified Board. To ensure orderly succession
planning, the NRC also considers tenure of Directors and the Senior Management Personnel, skill matrix,
diversity and statutory requirements etc.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013, (“POSH ACT”) and rules framed thereunder, the Company has formulated and implemented a policy on
prevention of sexual harassment at the workplace with a mechanism of lodging complaints and the same is
posted on the website of the company http://brcl.in/UploadedFile/Policies/14082018230416478.pdf

Disclosures as per Maternity Benefit Act, 1961

During the year under review, the Company did not have any women employees on its rolls. Accordingly, the
provisions of the Maternity Benefit Act, 1961 were not applicable.

Disclosure on Maintenance of Cost Audit

The company is required to maintain cost records as specified by central government under section 148(1) of
the Companies Act, 2013, and accordingly such accounts and records are made and maintained.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure,
potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the
impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of
probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks.

Listing on stock exchange

The Company's shares are listed with the BSE Limited and the company has paid the Annual Listing Fees for
the year 2024-25.

Particulars of Employees

The statement of disclosure of 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 (the Rules) are set out as “Annexure - B” to the Board's Report.

The statement of disclosures and other information as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and (3) of the Rules is forming part of this Report. However, as per second proviso to
Section 136(1) of the Act and second proviso of Rule 5(3) of the Rules, the Report and Financial Statement are

being sent to the Members of the Company excluding the statement of particulars of employees under Rule
5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company
Secretary at the Registered Office of the Company.

Corporate Social Responsibility

Your company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The
brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this
Annual Report. The CSR Policy and CSR Plan is available on the website of your Company at:
http://brcl.in/UploadedFile/Policies/14082024123704060.pdf

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR
activities during the year are set out in “Annexure C” of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the
FY 2024-25 have been utilized for the purpose and in the manner approved by the Board.

Details on internal financial control system and their adequacy

Your company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The scope and authority of the Internal Audit function is well defined in the organization. The
Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the
Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of Internal Audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and corrective actions
suggested are presented to the Audit Committee of the Board.

Significant / Material orders passed by the regulators

The Hon'ble Supreme Court of India has vide its order dated July 15, 2024 (Interlocutory Application in SLP)
granted permission to export the warehoused goods/machineries, which are the subject matter of the Special
Leave Petition (Civil), subject to the proceeds of the said export being deposited before the Registry of this
Court within a period of two weeks from the date of the receipt of the proceeds of the said export sale.

On such deposit being made, the Registry shall transmit the same in an interest bearing Fixed Deposit Account
in a nationalized bank offering highest rate of interest initially for a period of six months on auto-renewal basis.
The Interlocutory application stands disposed of.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

During the year under review, the Company has neither made any application nor any proceeding is pending
under Insolvency and Bankruptcy Code, 2016 (31 of 2016).

Valuation

During the year, there were no instances of Onetime Settlement with any Banks or Financial Institutions.
Industrial Relations

During the year under review, the relations with the most valuable human resources of the company remained
cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services
rendered by the staff of the company.

General

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your company has not issued any sweat equity shares.

c) Your Company does not have any ESOP scheme for its employees/Directors.

Acknowledgement and Appreciation

Your Directors wish to place on record their appreciation towards all associates including Customers,
Collaborators, Strategic Investors, Government Agencies, Financial Institutions, Bankers, Suppliers,
Shareholders, Employees and other who have reposed their confidence in the company during the period
under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by
all executives, officers and staff, which enable the Company to deliver a good all-round record performance.

By order of the Board of Directors
Damodarbhai B Patel

Place: Surat Chairman & Managing Director

Date: August 27, 2025 DIN:00056513