G R Infraprojects Ltd

To,

The Members,

Your Directors are pleased to present the Twenty Eighth (28^th) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March 2024.

The financial results of your Company for the Financial Year ended 31^st March 2024 is summarized below:

(Amount H in Lakhs)

Standalone Basis: During the Financial Year under review, the Company generated revenue from operations of Rs.7,78,796.44 Lakhs, compared to Rs.8,14,758.83 Lakhs in the previous Financial Year, with a decrease of 4.41%. The profit before tax for Financial Year 2023-24 was Rs.2,39,297.01 Lakhs, marking an increase of 108.79% from Rs.1,14,611.53 Lakhs in the previous Financial Year. The profit before tax for Financial Year 2023-24 includes exceptional profit of Rs.1,37,196.35 Lakhs on sale of 100% stake in seven subsidiaries to Bharat Highways InvIT, and 830.35 Lakhs on sale of 21% stake in one of the subsidiary company, Nagour Mukundgarh Highways Private Limited. The profit after tax stood at Rs.1,97,743.15 Lakhs, up by 132.16% from Rs.85,176.80 Lakhs in the previous Financial Year.

Consolidated Basis: During the Financial Year under

review, the Company reported consolidated revenue from operations of Rs.8,98,015.01 Lakhs, down by 5.29% from Rs.9,48,151.49 Lakhs in the previous Financial Year. The profit before tax for Financial Year 2023-24 was Rs.1,72,895.40 Lakhs, reflecting a decrease of 11.44% from Rs.1,95,233.50 Lakhs in the previous Financial Year. The profit after tax in current Financial Year was Rs.1,32,296.63 Lakhs, down by 9.04% compared to Rs.1,45,442.68 Lakhs in the previous Financial Year.

on Hybrid Annuity Mode ("HAM”) basis. As on 31^st March 2024, the order book of the Company stands at Rs.16,78,061 Lakhs.

Further to update, in the month of May 2024, the company has also emerged as the lowest bidder for the two EPC road projects in the state of Maharashtra, worth Rs.4,34,614 Lakhs crores to be awarded by Maharashtra State Road Development Corporation.

During the Financial Year under review, the Company has been awarded four (4) projects with combined Bid project cost of Rs.2,02,264 Lakhs. Out of these four projects, two (2) were HAM, and two (2) were Build, Own, Operate, and Transfer (BOOT) projects.

As on date, the Company has a decent mix of 28 projects. Out of total 28 projects, 5 are Operational, 14 are under construction and 9 projects are awaiting appointed date.

From the above mentioned 28 projects, 23 are HAM, 1 is BOT, 3 are BOOT, 1 is Design, Build, Finance, Operate, and Operate (DBFOT) projects.

During the Financial Year under review, the Company has transferred its seven wholly owned subsidiary companies, having operational HAM projects, to Bharat Highways InvIT and thereby has earned Profit of Rs.1,22,182.60 Lakhs (net of tax).

The Company executes road projects on Engineering Procurement and Construction ("EPC”), Built Operate, and Transfer ("BOT”) and

As part of its in-house integrated model, it has developed inhouse resources with key competencies to deliver a project from conceptualization to completion that includes its design and engineering team, four manufacturing units situated at Udaipur

(Rajasthan), Guwahati (Assam), Sandila (Uttar Pradesh) and Ahmedabad (Gujarat) for manufacturing/fabrication of bitumen, thermoplastic road-marking paint, road signage, metal crash barriers, and electric poles.

For a comprehensive overview of the various segments of the Company's business, please refer to the Management Discussion and Analysis section of this annual report.

During the Financial Year under review, there was no change in the nature of Company's business.

During the Financial Year under review, there was no change in the authorised share capital of the Company.The Authorised Capital of the Company as on 31^st March 2024 was Rs.8,900 Lakhs divided

into 17,80,00,000 Equity Shares of Rs.5 each. The Issued, Subscribed and Paid-up Capital at the end of current Financial Year stood at Rs.4,834.45 Lakhs. The Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with face value of Rs.5/- each.

The equity shares are listed on BSE Limited ("BSE”) and National Stock Exchange of India Limited ("NSE) on 19^th July 2021. The annual listing fee for the Financial Year 2024-25 has been paid to both the stock exchanges.

During the Financial Year under review, the Company has issued and allotted following non-convertible debentures ("NCDs”) on Private Placement basis:

The aforesaid NCDs are listed on Wholesale Debt Market Segment at BSE Limited. The details of Debenture Trustee are available on the Company's website at https://www.grinfra.com/ contact-investor-grievances/.

With a view to conserve resources for funding future business requirements and expansion plans, your Directors think it is prudent not to recommend any dividend for the Financial Year ended 31^st March 2024 (previous year: Nil).

In accordance with the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), Dividend Distribution Policy is available on the Company's website at https://grinfra.com/wp-content/ uploads/2021/08/Dividend-Distribution-policy.pdf.

The Company has not transferred any amount to the reserves of the Company during the Financial Year under review.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year.

As on 31^st March 2024, the Company was having Twenty Nine (29) Subsidiaries and Seven (7) Joint Ventures (JVs), and there has been no material change in the nature of the business of the

subsidiaries and JVs. During the Financial Year under review, the Company has incorporated/acquired Twelve (12) wholly owned subsidiaries whereas Seven (7) subsidiaries have ceased to be Company's subsidiaries, details of which are provided hereunder:

The performance of the subsidiaries of the Company is summarized in form AOC - 1 attached to the Financial Statements of the Company in pursuant to of Section 129 of the Companies Act, 2013. The contribution of subsidiaries and joint venture to the overall performance of the Company is also provided in Note No. 46 to the Consolidated Financial Statements.

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards and as per Companies (Indian Accounting Standards) Rules, 2015, notified under section 133 of Companies Act, 2013 which forms part of the Annual Report.

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's Operations in future.

The shareholders of the Company in their Annual General Meeting held on 27^th September 2021, have appointed M/s S R B C & Co LLP Chartered Accountants (FRN: 324982E/E300003) as the Statutory Auditors for a period of five years to hold office from the conclusion of the Twenty Fifth (25^th) Annual General Meeting till the conclusion of Thirtieth (30^th) Annual General Meeting of the Company.

M/s S R B C & Co LLP, Chartered Accountants have audited the standalone and consolidated financial statements ("Financial Statements”) of the Company for the Financial Year under review. The Auditors have issued an unmodified opinion on the financial statements, for the Financial Year ended 31^st March 2024. There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government. The Auditors' Reports on the financial statements of the Company forms part of this Annual Report. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation.

M/s Ronak Jhuthawat & Co., Company Secretaries, were appointed to conduct Secretarial Audit of the Company for the Financial Year ended 31^st March 2024. The Secretarial Audit Report for the said Financial Year is annexed herewith and forms part of this Report as Annexure-I. The report does not contain any qualification, reservation or adverse remark.

The provisions of Section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the Financial Year ended 31^st March 2024.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee, at its meeting held on 29^th May 2024, has approved the appointment of M/s Rajendra Singh Bhati & Co., Cost Accountants (Firm registration number: 101983), as the Cost Auditors of the Company for the Financial Year ending 31^st March 2025.

A proposal for ratification of remuneration of the Cost Auditor for the Financial Year 2024-25 is being placed before the shareholders for approval in the ensuing Annual General Meeting.

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s Mahajan & Aibara, Chartered Accountants LLP, Chartered Accountants as Internal Auditor to conduct Internal Audit of the Company. The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/preventive actions were taken in consultation with the Audit Committee.

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Ajendra Kumar Agarwal (DIN: 01147897), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment.

Mrs. Kalpana Gupta (DIN: 03554334) will be completing her present term as Independent Director of the Company on 29^th September 2024. Mrs. Kalpana Gupta fulfils the conditions specified under the Act, the Listing Regulations and is independent of the management. Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended her re-appointment as an Independent Director for a second term of five consecutive years with effect from 30^th September 2024 upto 29^th September 2029 for consideration of the members in the ensuing Annual General Meeting of the Company. There was no change in the composition of Board of Directors and Key Managerial Personnel during the Financial Year under review.

In terms of Section 149(6) of the Companies Act, 2013 and Regulation 16 of Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and Listing Regulations, as amended from time to time. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee(s) of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity.

As required under Regulation 46(2)(i) of the Listing Regulations, the details of familiarization programmes conducted during the Financial Year is placed on the Company's website and the same can be accessed at https://www.grinfra.com/other-compliance/.

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors hereby confirm that:

1. In the preparation of the Annual Accounts for the Financial Year 2023-24, the applicable accounting standards had been followed and there are no material departures;

2. They had selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the Profit of the Company for the financial year;

3. They had taken proper and sufficient care to the best of their knowledge and ability 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;

4. They had prepared annual accounts on a going concern basis.

5. The Company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act is given below:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

In accordance with the provisions of Section 188 of the Companies Act, 2013, and rules made thereunder, all the contracts/arrangements/transactions entered into by the Company during the Financial Year under review with related parties were on an arm's length basis and in the ordinary course of business. All related party transactions were approved by the Audit Committee as per the provisions of the Act and the Listing Regulations. The policy on related party transactions is available on the Company's website.

The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report. During the Financial Year under review, there are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large. Also, the Company has a process in place to periodically review and monitor Related Party Transactions.

During the Financial Year under review, your Company had entered into material related party contracts/ arrangements with wholly owned subsidiaries of the Company, details of which are disclosed in Form AOC-2 as Annexure-II.

Particulars of Employees drawing remuneration in excess of limits prescribed by the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - III(a).

Further, disclosures pertaining to remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also given under Annexure - III(b).

As per Section 177(9) of the Companies Act, 2013, your Company has formulated an effective Vigil Mechanism which provides a robust framework for dealing with genuine concerns & grievances. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. However, during the Financial Year under review no complaint was received by the Company.

A formal evaluation of the performance of the Board, its Committees and the individual Directors was carried out for the Financial Year 2023-24. Led by the Board of Directors, the evaluation was carried out using individual questionnaires covering, amongst others, composition of Board, conduct as per Company values & beliefs, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership, etc. The performance evaluation of the respective Committees and that of Directors was done by the Board excluding the Director being evaluated.

The details of loans, guarantees and investments as required pursuant to the provisions of Section 186 of the Act and the rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company. Your Company falls within the scope of the definition "Infrastructure Company” as provided by the Companies Act, 2013. Accordingly, the Company is exempted from the provisions of Section 186 of the Act with regards to Loans, Guarantees and Investments except section 186 (1) of the Companies Act, 2013.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, forming part of this annual report.

Five (5) meetings of the Board of Directors were held during the Financial Year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, forming part of this annual report.

Your Company has a duly constituted Audit Committee, its composition as well as charter are in line with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the Listing Regulations. The details relating to the same are given in Corporate Governance Report forming part of this annual report. During the Financial Year under review, all the recommendations made by the Audit Committee were accepted by the Board.

The brief outline of CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities, along with other details for Financial Year 2023-24 forms part of the annual report on Corporate Social Responsibility as Annexure-IV to this Report. The Chief Financial Officer of the Company has certified that CSR Funds so disbursed for the projects have been utilized for the purposes and in the manner as approved by the Board. The CSR Policy of the Company is placed on the website of the Company at https://www.grinfra.com/wp-content/uploads/ Rs.0 Rs.0/0 Rs./ corporate-social-responsibility-policy.pdf.

Pursuant to the provisions of Companies Act, 2013, read with the rules made thereunder and Regulation 19 of the Listing Regulations, the Company has duly constituted Nomination and Remuneration Committee. The details relating to the same are given in Corporate Governance Report forming part of this Annual Report.

The Committee identifies persons qualified to become Directors, and recommends to the Board the appointment, remuneration and removal of the Directors and senior management. The Committee's role also includes formulation of criteria for evaluation of performance of the Directors & the Board as a whole, and administration of the Employee Stock Option Schemes ("ESOS”) of the Company. Nomination and Remuneration Policy is placed on the website of the Company at https://www.grinfra.com/ wp-content/uploads/ Rs.0 Rs.0/0 Rs./Nomination-and-Remuneration- Policy-1.pdf. All the recommendations made by the Nomination and Remuneration Committee during the Financial Year were accepted by the Board.

The Board of Directors of the Company has constituted Risk Management Committee in accordance with Regulation 21 of the Listing Regulations. The terms of reference of Risk Management

Committee are in accordance with Para C of Part D of Schedule - II of the Listing Regulations. The details relating to the same are given in Corporate Governance Report, forming part of this annual report. Your Company has developed and implemented a risk management policy and regularly reviews the risk management system and major risks associated with its business activities. The details pertaining to risk management has been covered in the Management Discussion and Analysis, forming part of this annual report.

The report on Corporate Governance as stipulated under Listing Regulations forms an integral part of the report and the requisite certificate duly signed by the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report.

Management Discussion and Analysis Report for the Financial Year under review, as stipulated under the Listing Regulations, is presented in a separate section forming part of this annual report.

In terms of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility and Sustainability Report for the Financial Year 2023-24 has been included in this annual report.

In terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations”) as amended, from time to time, the Nomination and Remuneration Committee of your Board of Directors administer and monitor "G R Infraprojects Limited Employee Stock Option Scheme-2021” (ESOP Scheme-2021) of your Company.

The Nomination and Remuneration Committee has been designated as the Compensation Committee under the ESOP Scheme-2021. During the Financial Year under review, Nomination and Remuneration Committee of the Company in its meeting held on 10^th August 2023 has, inter alia, approved the grant of 3,13,196 stock options to eligible employees of the Company under the ESOP Scheme-2021.

The Company has received a certificate from M/s. Ronak Jhuthawat & Co., Secretarial Auditor, of the Company as required under Regulation 13 of SEBI SBEB Regulations and it confirms that the ESOP Scheme-2021 has been implemented in accordance with this Regulation. The certificate is available for inspection during the AGM of the Company and is also placed at the website of the Company at https://www.grinfra.com/other-compliance/.

Your Company believes that all the women employees should have the opportunity to work in an environment free from any conduct which can be considered as Sexual Harassment. The Company is committed to treat every employee with dignity and respect.

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy. The Company has duly constituted internal complaint committee as required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint has been received by the committee during the Financial Year under review.

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

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March 2024 is available on the Company's website on https://grinfra.com/wp- content/uploads/2021/07/Annual-Return-for-FY-2023-24.pdf.

1. The Company has neither made any application, nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

2. The Company has not entered into any onetime settlement with any Bank or Financial Institutions, hence disclosure under rule (8)(5)(xii) of Companies (Accounts) Rules, 2014 is not applicable.

3. Neither the Managing Director nor the Wholetime Directors of the Company received any remuneration or commission from any of its subsidiaries.

For the Financial Year 2023-24, the Company's focus remained on attracting and retaining the right talent to support business objectives, improve governance, and foster a diverse and inclusive work culture. Enhanced employee policies and guidelines strengthened engagement and wellbeing, contributing to an improvement in gender diversity. The Company intensified hiring efforts across all levels, achieving significant leadership acquisitions for both corporate and project execution roles. Extensive skill development programs were conducted for site supervisors and vehicle operators to enhance grassroots learning. To reinforce a safety culture, safety training was implemented at every level. Commitment to governance was demonstrated through comprehensive code of conduct training, ensuring ethical standards across operations. A long-term incentive plan, the Employee Stock Option Scheme ("ESOS”), was introduced for senior management to elevate ownership and accountability. Additionally, various HR analytical tools were implemented for equitable decision-making. The Company remains committed to employee-centric strategies for sustained growth.

The Board of Directors acknowledges and places on record their sincere appreciation to all the stakeholders, customers, vendors, banks, central and state governments, Government authorities and all other business partners, for their continued co-operation and for the excellent support received from them.

The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidence and faith in the management of the Company.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.