Shareholders meeting

BRN/CS/2L026-27 /18 5th Septem0b2e6r , 2 BSE Lidm ite ExchanStock National Limited India of ge Phiroe Jzeejeebhoy T owers Exchangaale,z P5tolrh, F Polot Cn/o1., Dalal Stre Meu0tm0,b- 0a 40i 1 G Block BanComdra-Kurla plex, (BSE Scrip Code: 540700) Bandra (EM)u,0m0 b -0a 54i1 ( SNEySmbol: B)LR N ea Dri S r, Sub: Intimation pursuant to Regulatoin 34 ofIBES (iLsting lOibgiasotn a ndiDsclors eu Requirements) Retgiolnasu, 2015 (cid:150) subminss io of 19th AGM eN oticand Annalu Report for tinhcei Fnaal 2Y0e2a5r- 26 With reference to our letter dated BRNL/CS/2 026-27/15 tead dth 14August, 2026 on the actpideon jbusec ,tae lepsif dnlcneesod eheriwt h,t helaunn AopeR tr fo ethmoCnpa y roft he wialong 206 2March, 31st ended Year Financial Meeting Gle neraAnnual 19th the of Notice th of the Company, suclheedd to e bheld on We nesdady, 3h 0tSeptember, 2026 at 2:30 P.M. throuegh Voi dConcfienrge (n(cid:147)VC(cid:148)) / Ot heir Auod Viesaunasl (M(cid:147)OAV M(cid:148)). hT dee vneeumdeee f t1oh9rt GhM A shalel b htRige etsiffOerecdm oe C hftoepan . y Further, in accordance iwth Regulation 36(1)(b ) foth eiL gitsngeR ,usnoitalht e ynapmoC sah on 4th em Sbeeprt,6202 dispatched letters to Sharheol sdrehowse mi-ale asrsdee dsrae tn o rgeiseeitdrt wh tph Ceonyma oerih D eptorstiory Part(DPsicipant ), sproviding the web link to cacentshsne u Alea Rpto orn tihseotem fe pwbh etao C ny. hT saimealses o o aenllvi aabthse wbietfe tom ohpnea Cy rwbw.lwni.n . hToiusr rir isymn fafotoion andr rde.c o Yours faithfu lly, For Bharat Road Netwok Limrited niAkttaah R i omCpay Sncere rtya ACS:46263 Bharata dtR woNoerikm iLted CIN: L45203WB200PLC6112235 cidei:gsefet rfReO XB1(cid:150),,l3r ol o No&,otoo2c r (cid:150)u. kE nFPGdlP VtS, K a oloL0C7c(cid:150)laa(cid:150)y,ra i09t e k tS kt01e .Tel: 66016620 9 3 7 3 + Em:ial ninlcpt.o oerbr@ra Webe:sit .iwnw w.brnl BHARAT ROAD NETWORK LIMITED CIN: L45203WB2006PLC112235 Registered Office: Plot No. X1 – 2 & 3, Ground Floor, Block – EP, Sector – V, Salt Lake City Kolkata – 700 091 Tel. No.: 033 6666 2700 Website: www.brnl.in; E-mail ID: cs@brnl.in NOTICE NOTICE is hereby given that the Nineteenth Annual General Meeting (AGM) of the Members of Bharat Road Network Limited will be held on Wednesday, 30th September, 2026, at 2:30 P.M. (IST) through Video-Conferencing (“VC”)/Other Audio Visual Means (“OAVM”), to transact the following businesses: ORDINARY BUSINESS 1. To receive, consider and adopt - a) The Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon; b) The Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Report of the Auditors thereon. SPECIAL BUSINESS: 2. Approval for Related Party Transactions To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the relevant provisions of Section 188 of the Companies Act, 2013 read with Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Regulation 2(1)(zb), 2(1)(zc) and 23 (4) read with Schedule XII of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) (as amended from time to time), approval of the Audit Committee and recommendation the Board of Directors of the Company, Company’s policy on Related Party Transactions, and subject to such approvals, consents, sanctions and permissions, as may be necessary, consent and approval of the Shareholders of the Company be and is hereby accorded for all contract(s)/arrangement(s)/agreement(s)/transactions proposed to be entered into / continued by the Company, falling within the definition of “Related Party Transaction” under Regulation 2(1)(cid:0)(zc) of Listing Regulations or under Section 188(i) of (cid:0) the Companies Act, 2013, with its Related Parties as defined within the meaning of Section 2(76) of the Companies Act, 2013 (cid:0)and Regulation 2(1)(zb) of the SEBI Listing Regulations, (“RPTs”) in one or more tranches, during the period 1st October, 2026 (cid:0)to 30th September, 2027 (including subsequent material modification(s), if any, as defined by the Audit Committee and as (cid:0) covered in the Company’s policy on Related Party Transactions) for the transactions given below, details of which have been (cid:0) provided in the explanatory statement, the value of which, individually or taken together with previous or other transaction(s), (cid:0)may / may not exceed the materiality threshold as prescribed under Listing Regulations or Companies Act, 2013, provided (cid:0) however, that the said contracts/arrangements/ transactions shall be carried out on an arm’s length basis and in the ordinary (cid:0)course of business of the Company - Bharat Road Network Limited | 1 (in Cr.) Sl. No. Name of the Related Party Nature of Relationship Value of RPTs proposed for the period 1st Oct, 2026 till 30th Sep, 2027 1. Orissa Steel Expressway Private Limited Subsidiary 1.00 2. Guruvayoor Infrastructure Private Limited 15.00 3. Mahakaleshwar Tollways Private Limited Associate 1.00 4. Kurukshetra Expressway Private Limited 1.00 Total 18.00 RESOLVED FURTHER THAT the Board of Directors and its Committees, including any person authorised by the Board/ Committee, be and is hereby authorized to - a. negotiate, finalise, vary, amend, renew, and revise the terms and conditions of the contract(s)/arrangement(s)/agreement(s)/ transactions including but not limited to prices / pricing formula and tenure; b. enter into, sign, execute, renew, modify and amend all agreements, documents, letters, undertaking thereof, from time to time; c. do all such acts, matters, deeds and things and to settle any question, difficulty or doubt that may arise as may be necessary or desirable for the purpose of giving effect to this resolution.” RESOLVED FURTHER THAT all actions taken by the Board of Directors/Audit Committee in connection with any matter referred to or contemplated in this resolution, be and are hereby approved and confirmed in all respects.” NOTES: 1. The Ministry of Corporate Affairs (MCA), vide its General Circular No. 20/2020 dated 5th May, 2020 read with the subsequent circulars issued from time to time, the latest one being General Circular No. 03/2025 dated 22nd September, 2025 (MCA Circulars) along with Securities and Exchange Board of India (SEBI) has allowed the Companies to conduct the Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) until further notice which does not require physical presence of members at a common venue. In compliance with the provisions of the Companies Act, 2013 (the Act), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (Listing Regulations) and MCA Circulars, the 19th AGM of the Company shall be conducted through VC/OAVM. Kfin Technologies Limited (Kfintech), our Registrar and Share Transfer Agents (RTA) shall be providing facilities in respect of: (a) voting through remote e-voting; (b) participation in the AGM through VC/ OAVM facility; (c) e-voting during the AGM. The procedure for participating in the meeting through VC/OAVM is explained at Note No. 18 below and is also available on the website of the Company at www.brnl.in. The deemed venue for the 19th AGM shall be the Registered Office of the Company. 2. Generally, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of himself/ herself and such proxy need not be a Member of the Company. Since this AGM is being conducted through VC / OAVM pursuant to the applicable MCA and SEBI Circulars, physical attendance of Members at a common venue is dispensed with and attendance of the Members through VC/OAVM will be counted for the purpose of reckoni [Showing first 8,000 characters — download PDF for full document]