Brigade Enterprises Ltd Directors Report

Dear Members,

Your Directors have the pleasure in presenting the Twenty Ninth Boards Report of the Company ("the Company" or "Brigade") together with the Audited Financial Statements (Consolidated and Standalone) for the year ended March 31, 2024.

FINANCIAL HIGHLIGHTS:

(? in Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	2,22,400	2,42,454	5,06,415	3,56,321
Operating Expenditure	1,57,240	1,74,469	3,70,234	2,58,560
Earnings before Interest, Depreciation & Amortization	65,160	67,985	1,36,181	97,761
Depreciation & Amortization	7,824	7,952	30,209	31,458
Finance Costs	14,407	13,439	49,104	43,415
Profit before share of profit of Associate and Exceptional Items	42,929	46,594	56,868	22,888
Share of profit of Associate (net of tax)	-	-	-	410
Profit before exceptional items and tax	42,929	46,594	56,868	23,298
Exceptional Income /(Expense)	-	3,590	-	4,501
Profit before tax and after exceptional items	42,929	50,184	56,868	27,799
Tax expense
-Current tax	11,483	10,381	20,099	15,033
-Deferred tax (credit)	(373)	1,305	(3,335)	(9,451)
Total tax expense	11,110	11,686	16,764	5,582
Profit/ (loss) for the year	31,819	38,498	40,104	22,217
Other comprehensive income (net of tax)	(38)	13	(44)	(16)
Total comprehensive income for the year	31,781	38,511	40,060	22,201
Total comprehensive income/(loss) attributable to:
Equity holders of the parent	-	-	45,117	29,125
Non-Controlling interests	-	-	(5,057)	(6,924)

Details of Appropriations:

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Surplus in the retained earnings as per last financial statements	1,88,120	1,53,065	1,04,435	76,712
Total Comprehensive income for the year (net of Non-controlling interest)	31,781	38,511	45,117	29,183
Cash dividends declared and paid	(4,616)	(3,456)	(4,616)	(3,456)
Other adjustments (Net)	-	-	(2,058)	(4)
Net Surplus in the statement of profit and loss carried forward	2,15,285	1,88,120	1,40,878	1,02,435

FINANCIAL OVERVIEW:

During the financial year 2023-24, the Company has on a standalone basis, clocked a total revenue of 2,22,400 Lakhs as compared to 2,42,454 Lakhs for the previous year ended March 31, 2023, a decrease of 8% on a year-on-year basis due to lower project closures compared to FY23. Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) has decreased to 65,160 Lakhs from 67,985 Lakhs, a decrease of 4%. Total Comprehensive income was at 31,781 Lakhs for the financial year ended March 31, 2024 as compared to 38,511 Lakhs for the previous year, a decrease by 17%.

The consolidated revenue for the Company for the financial year 2023-24 was 5,06,415 Lakhs as compared to 3,56,321 Lakhs in the previous year, an increase of 42% on year on-year basis due to better performance in all segments of Real estate, leasing and hospitality. Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) increased to 1,36,181 Lakhs as compared to 97,761 Lakhs for the previous year ended March 31,2023, increase of 39% on a year-on-year basis. Total Comprehensive income was at 40,060 Lakhs for the financial year ended March 31,2024 as compared to income of 22,201 Lakhs for the previous year.

SUBSIDIARIES/ JOINT VENTURES AND ASSOCIATES:

The Company has 19 direct subsidiaries, 3 step down subsidiaries and 2 limited liability partnerships as at March 31,2024.

During the year under review:

a) The Company has acquired stake of 17.03% in the equity shares of BCV Developers Private Limited, subsidiary of the Company from some of the shareholders who are land owners. Accordingly, the shareholding of the Company has been increased from 50.01% to 67.04% in BCV Developers Private Limited.

b) Zoiros Projects Private Limited {formerly Brigade (Chennai) Projects Private Limited}, a wholly owned subsidiary of the Company has set up a category II Alternative Investment Fund known as "Earth Fund" under SEBI (Alternative Investment Funds) Regulations, 2012 which has been registered with the Securities and Exchange Board of India.

c) 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 has been filed with the Honorable Bengaluru Bench of the National Company Law Tribunal during the year.

MATERIAL SUBSIDIARIES:

The Company does not have any material subsidiary as per the thresholds laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) as at March 31,2024.

Mysore Projects 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, 2024 which was approved by the Audit Committee and Board on May 28, 2024.

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 Companys website at:

https://cdn.briqadeqroup.com/assets/docs/investor/policies/policv-for-determining-material-subsidiaries-08042022.pdf

FINANCIAL STATEMENTS OF SUBSIDIARIES AND ASSOCIATE COMPANIES:

The consolidated financial statements of the Company for the year 2023-24 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 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.briqadeqroup.com/investor/requlation-46/financials-subsidiaries-and-associates

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves during the financial year 2023-24.

DIVIDEND:

The Board of Directors of the Company have recommended a final dividend of 2/- per equity share (20%) of 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 4,625 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 Companys website at:

https://cdn.briqadeqroup.com/assets/docs/investor/policies/dividend-distribution-policy-08042022.pdf

FIXED 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 Companys equity shares are tradable only in electronic form. As on March 31,2024, nearly 100% of the Companys total paid up equity share capital representing 23,10,98,474 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 3,62,568 /- to the Investor Education and Protection Fund, the amount in Unpaid Dividend Account opened in 2015-16 which was due/ payable and remained unclaimed and unpaid for a period of seven years. Further 8,365 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.briqadeqroup.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 Companys website and can be accessed at

https://www.briqadeqroup.com/investor/requlation-46/regulation-30-disclosures

SHARE CAPITAL:

The authorised share capital of the Company is 250,00,00,000/- divided into 25,00,00,000 equity shares of 10/- each. The Company has allotted 2,74,484 equity shares under Employee Stock Option Scheme, 2017 and 92,506 equity shares under Brigade Employee Stock Option Plan during the year.

The issued, subscribed and paid-up equity share capital of the Company has increased from 23,07,31,651 equity shares of 10/- each to 23,10,98,641 equity shares of 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 of around 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 16.09 mn. sq. ft. in the financial year 2024-25. This will comprise of 12.61 mn. sq. ft. of residential space, 2.98 mn. Sq. ft. of commercial space and 0.50 mn. sq. ft. of hotels space.

COMPLETED PROJECTS:

During the financial year 2023-24 a total of 7 mn. sq. ft. has been constructed.

ONGOING PROJECTS:

The Group is currently having ongoing projects aggregating to 22 mn. sq.ft. of saleable area. Residential aggregating to 21 mn. sq.ft., Leasing Projects aggregating to 1 mn. sq.ft. and Hospitality aggregating to 0.1 mn. sq.ft.

A detailed information of ongoing projects as on March 31, 2024 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, 2024, 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. Pradyumna Krishna Kumar was appointed as Whole Time Director designated as Executive Director with effect from July 12, 2023.

The above-mentioned appointment was duly approved by the Members of the Company on the Twenty Eighth Annual General Meeting held on August 7, 2023.

Further, at its meeting held on May 28, 2024, the Board approved the appointments of Mr. Abraham George Stephanos (DIN: 06618882) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from May 28, 2024 and re- appointment of Mr. Roshin Mathew (DIN: 00673926) as Whole time Director designated as Executive Director for the further period with effect from November 7, 2024 till December 31, 2027. Both the appointment/re-appointment is subject to approval of the Shareholders at the ensuing Twenty Ninth Annual General Meeting .

RETIREMENT BY ROTATION AND SUBSEQUENT REAPPOINTMENT

Mr. M.R. Jaishankar (DIN: 00191267) and Mr. Roshin Mathew (DIN: 00673926), are liable to retire by rotation at the ensuing Twenty Ninth Annual General Meeting and being eligible have offered their candidature for re-appointment.

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

The Notice convening the Twenty Ninth Annual General Meeting includes the proposals for the appointment of the Directors. Brief resume of the Directors proposed to be 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 have been provided as an annexure to the Notice convening the Twenty Ninth Annual General Meeting.

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

KEY MANAGERIAL PERSONNEL

During the year, Mr. Atul Goyal, Chief Financial Officer resigned from his position w.e.f. February 16, 2024 and in his place Mr. Jayant B Manmadkar was appointed as Chief Financial Officer w.e.f. April 18, 2024.

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 7 times on the following dates:

* April 11,2023

* May 24, 2023

* July 12, 2023

* August 8, 2023

* November 8, 2023

* December 22, 2023

* February 6, 2024

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 3, 2024.

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 Companys 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 Companys 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.briqadeqroup.com/assets/docs/investor/policies/remuneration-policy-08042022.pdf

FAMILIARISATION PROGRAMME FORINDEPENDENT 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 companys 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 Companys 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 Companys website at

https://www.briqadeqroup.com/investor/corporate-qovernance/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 underRegulation 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 Boards 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/ Vice 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 Boards 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 on the same and Board Chairperson. 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, 2024, 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 atrue 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:

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number 101049W/E00004) will complete its second term of consecutive five years on conclusion of the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in the Statutory Auditors Report on the financial statements for the year ended March 31, 2024 which requires any explanation from the Board of Directors.

The Board has recommended the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants, as Statutory Auditors of the Company for a period of five years from the conclusion of Twenty Ninth Annual General Meeting.

M/s. Walker Chandiok & Co LLP, Chartered Accountants, has confirmed their eligibility and qualification required under the Act for holding the Office as Statutory Auditors of the Company.

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 Mr. K Rajshekar, Practicing Company Secretary (CP No.2468) to conduct the Secretarial Audit for the financial year 2023-24. The report of the Secretarial Auditor is appended to and forms part of this Report as Annexure-4.

There are no qualifications, reservations or adverse remarks given by the Secretarial Auditor in the Report.

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 2023-24 at a fees of 1.25 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 shareholders ratification of the remuneration payable to the Cost Auditor for the financial year 2023-24 is included in the Notice convening the Twenty Ninth Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Managements 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 Ms. Aarthi G. Krishna, Practicing Company Secretary (CP No. 5645) 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 2023-24 is annexed to this Annual Report. The Sustainability Report for the financial year 2023-24 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 2023-24 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 6 and 7 read with Note 32(b) and Note 34 of the standalone financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2023-24, 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 34 forming part of the standalone financial statements.

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

https://cdn.briqadeqroup.com/assets/docs/investor/policies/

policv-on-related-partv-transactions-14042022.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 companys 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 Companys 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 31,2024, the Board had 6 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 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.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of four members, all being Independent Directors. The Committee met six 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 four 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 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) 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 details of the 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 met three 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. During the year there were no requests received for rematerialisation of equity shares of the Company.

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 Companys 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 2023-24.

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.briqadeqroup.com/investor/requlation-46/

annual-return-subsidiaries

CODE OF CONDUCT:

Your Company has in place a Code of Conduct which helps to maintain high standards of ethics for the Companys 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 2023-24 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 and 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 Companys shares for all transactions by Directors and designated employees (together called Designated Persons) and prohibits the purchase or sale of Companys 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://cdn.briqadeqroup.com/assets/docs/investor/policies/

fair-disclosure-policy-25032022.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 employee strength of the Company, at the end of FY i.e., March 31, 2024 was 859. The overall strength of employees at group level as at March 31, 2024 was 3068.

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 organisations 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 31,2024.

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. Some of the awards and recognitions your Company received are as under:

a) Brigade WTC Chennai awarded as Best Commercial Project of the Year at the FICCI-REISA Awards 2023

b) Brigade Enterprises Limited and Brigade Hospitality Services Limited have been recognised among Indias top 100 best mid-size companies to work for, marks 13^th year of Brigade Enterprises Limited being certified as Best Workplaces in Real Estate under Great Place to Work India 2023

c) Orion Gateway Mall honoured with the title of "Most Admired Shopping Centre of the Year 2023 - Metro South" at MAPIC- 2023 (formerly IRF)

d) Awarded in the category of Commercial High-Rise Development for project Brigade Tech Gardens for India at The Asia Pacific Property Awards 23-24

e) Brigade Group was recognized as ‘One of Indias Top Builders at the CW Architect and Builders Awards 2023

f) Brigade Group was recognized as ‘One of Indias Top Challengers at the CW Architect and Builders Awards 2023

g) Brigade won 4 awards at the 15^th Realty+ Excellence Awards - 2023, SOUTH, Bengaluru

• Integrated Brand Campaign of the Year (Home is a Feeling)

• Experiential Marketing Campaign of the Year (Brigade Showcase 2023)

• Digital Marketing Campaign of the Year (Brigade Showcase 2023)

• Integrated Township Project of the Year (Brigade Orchards)

h) Pavitra Shankar, Managing Director recognized as the Woman Achiever in the Real Estate Sector award at the Ace Alpha Awards 2023

i) Nirupa Shankar, Jt. Managing Director, recognized as the ‘Woman Leader in Commercial Real Estate at Commercial Design Awards 2023

j) Brigade WTC Chennai won the award for Environmental, Social and Governance (ESG) at the INFHRA Awards 2024. WTCC was also declared winner in the Safety and Security category as well.

k) Brigade WTC Kochi won the award for Return to Office. It also secured Silver in Safety and Security at the INFHRA Awards 2024.

l) Brigade WTC Bengaluru won Regional Member of the Year (Asia Pacific) for operating with transparency, contributing to a culture of trust & reliability among its members and the broader business community in the Asia Pacific region.

m) Brigade WTC Bengaluru conferred Global Member of the Year for exemplifies the values, vision, mission and goals of the entire Association across the five regions- Asia Pacific, North America, Latin America, Europe, Middle East and Africa.

n) Pavitra Shankar, Managing Director won ‘Realty Personality of the Year at the Economic Times Real Estate Awards 2024.

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 Companys 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, 2024.

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 Companys 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, joint ventures or associates.

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 28, 2024	DIN: 08133119	DIN: 02750342