Director Report

Dear Members,

Your Directors have the pleasure in presenting the Twenty Eighth Board's Report of the Company ("the Company" or "Brigade") together with the Audited Financial Statements (Consolidated and Standalone) for the year ended March 31, 2023.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)

Details of Appropriations:

(Rs. in Lakhs)

FINANCIAL OVERVIEW:

During the financial year 2022-23, the Company has on a standalone basis, clocked a total revenue of Rs.2,42,454 Lakhs as compared to Rs.2,30,420 Lakhs for the previous year ended March 31, 2022, an increase of 5.22% on a year-on-year basis. Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) has increased from Rs.66,007 Lakhs to Rs.67,985 Lakhs, an increase of 3%. Total Comprehensive income was at Rs.38,511 Lakhs for the financial year ended March 31, 2023 as compared to Rs.30,936 Lakhs for the previous year, an increase by 24.48%. The consolidated revenue for the Company for the financial year 2022-23 was Rs.3,56,321 Lakhs as compared to Rs.3,06,551 Lakhs in the previous year, an increase of 16.24% on year on-year basis. Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) increased to Rs.97,761 Lakhs as compared to Rs.83,306 Lakhs for the previous year ended March 31, 2022, increase of 17.35% on a year-on-year basis. Total Comprehensive income was at Rs.22,201 Lakhs for the financial year ended March 31, 2023 as compared to Loss of Rs.6,311 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, 2023.

During the year under review: a) BCV Real Estates Private Limited was incorporated as a wholly owned subsidiary of BCV Developers Private Limited, subsidiary of the Company on May 4, 2022 with the main objects in the field of real estate development business. b) Tandem Allied Services Private Limited, an associate company has become a step down subsidiary with eRs.ect from June 30, 2022 pursuant to acquisition of equity shares to the extent of 63% from the existing shareholders by WTC Trades & Projects Private Limited, a wholly owned subsidiary of Brigade Enterprises Limited. c) Tetrarch Real Estates Private Limited has become a wholly owned subsidiary of the Company with eRs.ect from January 13, 2023 pursuant to acquisition of 100% stake in the equity shares from the existing shareholders. d) Mysore Projects Private Limited, a wholly owned subsidiary of the Company has ceased to be Designated Partner of Prestige OMR Ventures LLP with eRs.ect from September 30, 2022. Due to this Prestige OMR Ventures LLP ceased to be an Associate of Brigade Enterprises Limited with eRs.ect from September 30, 2022. e) Zoiros Projects Private Limited, a wholly owned subsidiary of the Company is in the process of setting up an Alternative Investment Fund (‘AIF').

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, 2023.

The Board of Directors of the Company has adopted a Policy for determining material subsidiaries in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available at Company's website at: https://cdn.brigadegroup.com/assets/docs/investor/policies/ policy-for-determining-material-subsidiaries-08042022.pdf

FINANCIAL STATEMENTS OF SUBSIDIARIES AND ASSOCIATE COMPANIES:

The consolidated financial statements of the Company for the year 2022-23 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.brigadegroup.com/investor/regulation-46/ financials-subsidiaries-and-associates

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves during the financial year 2022-23.

DIVIDEND:

The Board of Directors of the Company have recommended a final dividend of Rs.2/- per equity share (20%) of Rs.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 Rs.4,616 Lakhs. The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Dividend Distribution Policy which is accessible at the Company's website at: https://cdn.brigadegroup.com/assets/docs/investor/policies/ dividend-distribution-policy-08042022.pdf

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 Company's equity shares are tradable only in electronic form. As on March 31, 2023, nearly 100% of the Company's total paid up equity share capital representing 23,07,31,651 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 Rs.2,37,568/- to the Investor Education and Protection Fund, the amount in Unpaid Dividend Account opened in 2014-15 which was due/ payable and remained unclaimed and unpaid for a period of seven years. Further 5,528 shares were transferred to the demat account of the Investor Education and Protection Fund Authority as mentioned above.

The details of the above are provided on the website of the Company at: https://www.brigadegroup.com/investor/investor-information/ unclaimed-shares

EMPLOYEE STOCK OPTION SCHEME:

The Employee Stock Option Scheme titled "Brigade Employee Stock Option Plan 2017" was implemented in the financial year 2017-18.

During the year, the Company has obtained the in-principle approval of the Stock Exchanges for new ESOP scheme "Brigade Employee Stock Option Plan".

57

Disclosures as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is uploaded in the Company's website and can be accessed at: https://cdn.brigadegroup.com/assets/docs/investor/investor-information/investor-updates/esop-disclosure-fy-2022-23.pdf

SHARE CAPITAL:

The authorised share capital of the Company is Rs.250,00,00,000/- divided into 25,00,00,000 equity shares of Rs.10/- each. The Company has allotted 4,69,008 equity shares under Employee Stock Option Scheme, 2017 during the year. The issued, subscribed and paid–up equity share capital of the Company has increased from 23,02,62,643 equity shares of Rs.10/- each to 23,07,31,651 equity shares of Rs.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 diRs.erential 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 Three main segments: a) Income from construction and development of Real Estate Projects b) Lease Rental Income from ORs.ce and Retail Assets C) Hotels, Clubs and Convention Centre

PROPOSED PROJECTS:

The group proposes to launch 9.43 mn. sq. ft. in the financial year 2023-24. This will comprise of 7.54 mn. sq. ft. of residential space and 1.89 mn. sq. ft. of commercial space.

COMPLETED PROJECTS:

During the financial year 2022-23 a total of 6.95 mn. sq. ft. has been constructed.

ONGOING PROJECTS:

The Group is currently having ongoing projects aggregating to 21.30 mn. sq.ft. of saleable area. Residential and Commercial Projects aggregating to 19.70 mn. sq.ft., Leasing Projects aggregating to 1.49 mn. sq.ft. and Hospitality aggregating to 0.11 mn. sq.ft.

A detailed information of ongoing projects as on March 31, 2023 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, 2023, the Board of the Company comprises of 11 Directors of which 5 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.

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS:

As part of good corporate governance for splitting the role of Chairman & Managing Director and for succession planning for the next generation leaders, Mr. M. R. Jaishankar, Chairman & Managing Director relinquished his position as Managing Director with eRs.ect from October 11, 2022 and is continuing as Chairman and Whole-time Director of the Company.

The Board of Directors based on the performance evaluation and recommendation of the Nomination & Remuneration Committee re-designated Ms. Pavitra Shankar and Ms. Nirupa Shankar, who were serving as the Executive Directors, to the position of Managing Director and Joint Managing Director of the Company for a period of five years with eRs.ect from October 12, 2022. Additionally, the Board appointed Mr. Aroon Raman, Independent Director, to the position of Non-Executive Vice Chairman for the term starting on October 11, 2022 and ending on August 4, 2024. Mr. Amar Mysore (DIN: 03218587) Whole-time Director, designated as Executive Director of the Company was reappointed for a further period of five years with eRs.ect from May 16, 2023. Brigade Group witnessed this transition in management, which also served as a symbolic ‘passing of the baton' to the subsequent generation. The next generation leaders are part of business operations, strategy, planning, marketing and business development for over a decade and have been groomed by Mr. M. R. Jaishankar, Executive Chairman. The next generation leaders will focus on expansion & growth and hold Brigade's core values as a guiding force towards achieving this. They have a mindset that is focused on the future, have a clear vision and are passionate about advanced technologies and sustainable growth. Under their leadership, we are confident that Brigade will continue to rise to even greater heights.

Mr. Pradeep Kumar Panja (DIN: 03614568) and Dr. Venkatesh Panchapagesan (DIN: 07942333) were reappointed as Independent Directors of the Company for a second term of Five Years with eRs.ect from May 16, 2023.

The Board after taking into consideration the recommendation of the Nomination & Remuneration Committee and the Board Skill Matrix and with a view to strengthen the Board relating to frequent changes in Indian Regulatory System approved the appointment of Mr. Velloor Venkatakrishnan Ranganathan (DIN: 00060917) as an Independent Director of the Company for a period of Five Years with eRs.ect from October 11, 2022. The above changes are approved based on the performance evaluation and recommendation of the Nomination & Remuneration Committee and the Board of Directors and shareholders through postal ballot. In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act, 2013, Ms. Pavitra Shankar (DIN: 08133119), Managing Director and Ms. Nirupa Shankar (DIN: 02750342), Joint Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, oRs.er themselves for reappointment.

The Notice convening the Twenty Eighth Annual General Meeting includes the proposals for the reappointment of the Directors. Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship/ membership/ chairmanship of the Board or Committees, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been provided as an annexure to the Notice convening the Twenty Eighth Annual General Meeting. None of the Directors of the Company are disqualified under Section 164(1) or Section 164(2) of the Companies Act, 2013.

BOARD MEETINGS:

During the year under review, the Board of Directors of the Company met 5 times on the following dates:

Rs. May 12, 2022

Rs. August 2, 2022

Rs. October 11, 2022

Rs. November 12, 2022

Rs. February 9, 2023

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 30, 2023 and March 31, 2023 respectively.

A detailed note on the composition of various Committees of the Board and their meetings including the terms of reference are given in the Corporate Governance Report forming part of the Annual Report.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company's Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also given undertaking that they are not aware of any circumstance/situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with objective independence

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has formulated the criteria for identification and Board nomination of the suitable candidates as well as the policy on remuneration for Key Managerial Personnel and other senior employees of the Company. The Committee, while evaluating potential candidates for Board membership, considers a variety of personal attributes, including experience, intellect, foresight, judgment and transparency and match these with the requirements set out by the Board.

The Company's Remuneration policy provides the framework for remunerating the members of the Board, Key Managerial Personnel and other employees of the Company. This Policy is guided by the principles and objectives enumerated in Section 178(4) of the Companies Act, 2013.

The Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel is available on the website of the Company at: https://cdn.brigadegroup.com/assets/docs/investor/policies/ remuneration-policy-08042022.pdf

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Over the years, the Company has developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Companies Act, 2013 and other related regulations. This process inter alia includes providing an overview of the Real Estate industry, the Company's business model, the risks and opportunities and quarterly updates on the important changes in the regulatory environment along with the nomination of directors for various training programmes. etc. Details of the familiarisation programme are explained in the Corporate Governance Report and is also available on the Company's website at: https://www.brigadegroup.com/investor/corporate-governance/policies

ANNUAL PERFORMANCE EVALUATION OF THE BOARD:

The Board, along with the Nomination and Remuneration Committee, developed and adopted the criteria and framework for the evaluation of each of the Directors and of the Board and its Committees pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board evaluation was conducted through Structured assessment questionnaire designed with qualitative parameters and feedback based ratings through an online portal, it comprises of various aspects of the Board's functioning in terms of structure, its roles and responsibilities, competency, quality, quantity and timelines of flow of information, transparency in the discussions amongst the Board, interest of shareholders, its meetings, strategy, corporate governance and other dynamics of its functioning besides the financial reporting process, level of independence, risk management, succession planning. The evaluation of the Committees was based on their terms of reference fixed by the Board besides the dynamics of their functioning in terms of meeting frequency, eRs.ectiveness 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, eRs.ective communication, their level of engagement and contribution, objective judgement etc. The Chairman/ Vice Chairman/ Managing Director's/ Joint Managing Director's evaluation was based on the key aspects of their role, leadership qualities, commitment, strategic and financial planning, communication, engagement with the Board, compliance etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Board as whole and the Non-Independent Directors was carried out by the Independent Directors at their separate meeting held during the year. The Independent Directors have expressed satisfaction at the robustness of the evaluation process through online portal, the Board's freedom to express its views on matters transacted at the Meetings and the openness and transparency with which the Management discusses various subject matters specified on the agenda of meetings.

The consolidated Board evaluation report was provided to the Chairman of the Nomination and Remuneration Committee who briefs the Independent Directors 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, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of aRs.airs 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 suRs.cient 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 eRs.ectively; f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating eRs.ectively.

KEY MANAGERIAL PERSONNEL:

During the year:

• Mr. M. R. Jaishankar, Chairman & Managing Director has resigned from the position of Managing Director and continues as Whole-time Director and Executive Chairman.

• Ms. Pavitra Shankar, Executive Director was appointed and redesignated as Managing Director.

• Ms. Nirupa Shankar, Executive Director was appointed and redesignated as Joint Managing Director. Mr. M. R. Jaishankar, Chairman, Ms. Pavitra Shankar, Managing Director, Ms. Nirupa Shankar, Joint Managing Director, Mr. Atul Goyal, Chief Financial ORs.cer and Mr. P. Om Prakash, Company Secretary & Compliance ORs.cer 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 ORs.cer.

STATUTORY AUDITORS:

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number 101049W/E300004) were reappointed at the Twenty Fourth Annual General Meeting held on August 14, 2019 as the Statutory Auditors of the Company for a period of 5 years till the conclusion of Twenty Ninth Annual General Meeting of the Company. There are no qualifications or adverse remarks in the Statutory Auditor's Report on the financial statements for the year ended March 31, 2023 which requires any explanation from the Board of Directors.

SECRETARIAL STANDARDS:

The Board of Directors aRs.rms that the Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies 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 2022-23. 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 2022-23 at a fees of Rs.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 shareholder's ratification of the remuneration payable to the Cost Auditor for the financial year 2022-23 is included in the Notice convening the Twenty Eighth Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT:

Your Company provides utmost importance to the best Governance practices and are designed to act in the best interest of its stakeholders. The Board of Directors reaRs.rm 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 2022-23 is annexed to this Annual Report. The Sustainability Report for the financial year 2022-23 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 2022-23 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 2022-23, 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 Company's policy on dealing with Related Parties as approved by the Board is available on the Company's website at: https://cdn.brigadegroup.com/assets/docs/investor/policies/ policy-on-related-party-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 eRs.cient conduct of its business, including adherence to company's policies, b) safeguarding of its assets, c) prevention and detection of frauds and errors, d) accuracy and completeness of the accounting records, and e) timely preparation of reliable financial information. The Company has adequate internal financial control systems in place with reference to the financial statements.

The Company's internal financial controls are commensurate with the scale and complexity of its operations. The controls were tested during the year and no reportable material weaknesses identified either in their design or operations of the controls were observed.

COMMITTEES OF THE BOARD:

As on March 31, 2023, 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

AUDIT COMMITTEE:

The Audit Committee comprises of five members. The Chairman of the Committee is an Independent Director. The Committee met four times during the year. Details of the roles 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 seven times during the year. Details of the roles 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 roles 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 five 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.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has a well-established whistle blower policy as part of vigil mechanism for observing the conduct of Directors and employees and report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of conduct to the Ethics Committee members or the Chairman of the Audit Committee.

This mechanism also provides for adequate safeguards against victimization of Director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The details of the Whistle Blower Policy and the Committee which oversees the compliance are explained in detail in the Corporate Governance Report.

There were no complaints received during the financial year 2022-23.

ANNUAL RETURN:

In accordance with the Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, the Annual Return of the Company is available on the website of the Company at: https://www.brigadegroup.com/investor/regulation-46/ annual-return

CODE OF CONDUCT:

Your Company has in place a Code of Conduct which helps to maintain high standards of ethics for the Company's employees.

The Code lays down the standard of conduct which is expected to be followed by the Directors and by the senior management employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Company has adopted a Code of Conduct which applies to all its Directors and employees in terms of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Board Members and the Senior Management Personnel of your Company have aRs.rmed their compliance with the Code of Conduct for the current year. A declaration signed by the Managing Director and Chief Financial ORs.cer aRs.rming compliance of the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2022-23 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 Company's shares for all transactions by Directors and designated employees (together called Designated Persons) and prohibits the purchase or sale of Company's securities by Designated Persons while in possession of unpublished price sensitive information in relation to the Company. Further, trading in securities is also prohibited for Designated Persons during the period when the Trading Window is closed. The

Company Secretary is responsible for implementation and monitoring of the Code.

The Company also has in place a Code for practices and procedures for fair disclosure of unpublished price sensitive information which is available on the website of the Company at: https://cdn.brigadegroup.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 is determined to accelerate its growth story by corresponding to the changing needs of diverse workgroup by fostering an 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, 2023 was 704. The overall strength of employees at group level as at March 31, 2023 was 2,245.

Your Company has in place Code of Ethics for all the employees which serves as a common guide to employees and decision makers in the organisation. It specifies how the organisation expects its employees to behave, what kind of behavior it considers acceptable or unacceptable, the kind of business practices it endorses, the values that it holds in high regard. This enables a healthy corporate culture and makes it possible for individuals to exercise their judgment confidently, knowing the decisions they are making are in sync with the organisation's point of view and systems of operation. In order to provide women employees a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace. As an organization, the Company is committed to ensure that every employee is treated with dignity and respect and works in a conducive work environment, which promotes professional growth of employee and encourages equality of opportunity. All women who are associated with the Company – either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. Further, to provide an empowering and enabling atmosphere to women employees the Company has continuously endeavored to build the work culture, which promotes the respect and dignity of all women employees across the organisation. The Company has "Internal Committee'' (IC) to consider and redress complaints relating to sexual harassment. Majority of the committee members are women staRs.. 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, 2023.

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 Group was recognized as one of best companies to work for in the real estate industry for consistently by the ‘Great Place to Work' institute. b) Awarded Economic Times Real Estate Conclave Awards 2022 South to Mr. M R Jaishankar for Realty personality. c) Awarded Economic Times Real Estate Conclave Awards 2022 South to Brigade Orchards for Township project. d) Awarded Economic Times Real Estate Conclave Awards 2022 South to Brigade Xanadu for Theme based project. e) Awarded Economic Times Real Estate Conclave Awards 2022 South to Brigade Atmosphere for Villa project. f) Brigade El Dorado recognized as Best aRs.ordable Housing Project in the state at Pradhan Mantri Awas Yojana Award ARs.ordable Housing projects at the PMAY - Empowering India Awards 2022. g) Certificate for IDEA Video/TVC Campaign of the Year by Indian Digital Excellence Awards, 2022. h) Brigade Group has been recognised as ‘India's Top Builder 2022' in the National category at the Construction World Architect and Builder Awards. i) Mr. M R Jaishankar, Chairman was conferred ‘Bharat Ratna Sir M. Visvesvaraya Memorial Award 2022' by FKCCI. j) Mr. M R Jaishankar, Chairman was felicitated at the South Indian Hotels and Restaurants Association Awards. k) The Brigade IT Team won "The Best Information Technology Department of the Year (Real Estate)" at the Technology Excellence Awards 2022 (Bengaluru Edition). l) The Residential Digital Team and the Customer Connect Team won ‘Digital Marketing Campaign of the Year' and ‘Customer Connect Initiative of the Year' respectively at the 14th Realty+ Excellence Awards 2022, South. m) Brigade Group was awarded the "India's Top Challengers Award" at Construction World Global Awards 2022.

n) The Residential Digital Team won the prestigious DMA Asia Sparkies Awards 2022 for "Best Inbound (email) Campaign" for Brigade Neem Grove. o) Brigade Foundation won the ‘Best CSR Activity' award at the CREDAI Karnataka CARE Awards 2023. p) Orion Mall won three awards at the Retail and Shopping Centre for Excellence in Shopping Centre and Mall Marketing in 3 categories:

• Most Admired Shopping Centre of the Year (Retailer's Choice)

• Best Thematic Decoration

• Shopping Centre of the Year (Metro South)

ADDITIONAL INFORMATION TO SHAREHOLDERS:

All important information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company's website https://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, 2023. b) There are no Corporate Insolvency proceedings initiated against the company under Insolvency and Bankruptcy Code, 2016. c) There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. d) There are no material changes and commitments aRs.ecting 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 diRs.erential 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 shareholders for reposing confidence 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