Shareholders meeting

BRNL/CS/2026-27/21 30th September, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, 5th Floor, Plot no. C/1, Dalal Street, Mumbai - 400 001 G Block, Bandra-Kurla Complex, (BSE Scrip Code: 540700) Bandra (E), Mumbai - 400 051 (NSE Symbol: BRNL) Dear Sir, Sub: Proceedings of the 19th (Nineteenth) Annual General Meeting (AGM) of the Company Kindly note that the 19th (Nineteenth) Annual General Meeting (AGM) of the Company has been duly convened and held on Wednesday, 30th September, 2026 through Video Conferencing (VC) / Other Audio Visual Means (OAVM) in accordance with guidelines stipulated by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI). In this regard, please find attached the Proceedings of the 19th (Nineteenth) Annual General Meeting (AGM) of the Company pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This is for your information and record. Thanking You, Yours faithfully, For Bharat Road Network Limited Ankita Rathi Company Secretary and Compliance Officer (ACS: 46263) 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.: +91 33 6666 2700 Email: corporate@brnl.in Website: www.brnl.in Gist of the proceedings of the 19th (Nineteenth) Annual General Meeting (AGM) of Bharat Road Network Limited held on September 30, 2026 The 19th (Nineteenth) Annual General Meeting (AGM) of the Company has been duly convened and held on Wednesday, September 30, 2026 at 2:30 P.M. (IST) through Video Conferencing (VC) in accordance with the guidelines stipulated by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI). Dr. (Ms.) Manta Dey was elected as the Chairperson to conduct the proceedings of the meeting and accordingly, she chaired the Meeting. The Meeting was attended by 74 (Seventy-Four) Members (including authorised representatives). Participation of Members through video conference was reckoned for the purpose of quorum as per the circulars issued by MCA and Section 103 of the Companies Act, 2013. The Chairperson informed the Members that the requisite quorum was present to conduct the proceedings of the Meeting and called the Meeting to order. The Quorum was present throughout the Meeting. The Meeting was attended by all the Directors. The Chief Executive Officer, Company Secretary, Chief Financial Officer, representatives of Statutory Auditors and the Secretarial Auditors were also present during the meeting. The Chairman of the Nomination & Remuneration Committee and Stakeholders Relationship Committee of the Company also attended the Meeting. All the members of the Audit Committee were present at the Meeting to answer members queries. The Chairperson and the Company Secretary informed the Members about the regulatory aspects pertaining to participation at the Meeting through VC. The Chairperson stated that the Company had taken necessary steps to ensure that the Members were able to attend and vote at the Meeting through electronic mode in a seamless manner. The Company Secretary informed that the statutory registers and other relevant documents, as mentioned in the Notice of the AGM, have been made available electronically for inspection by the Members during the AGM. Thereafter, the Chairperson delivered her speech by giving an overview of the financial and operational performance of the Company for the Financial Year ended on March 31, 2026, the challenges faced by the Company and also briefed the members about future outlook and way ahead. She further informed that the Statutory Auditors of the Company have given Modified Opinion in their Auditor’s Report dated 30th May, 2026 on the Annual Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026. Such qualification in the Annual Financial Statements was then read out at the Annual General Meeting and the attention of Members present was drawn to the explanations / comments given by the Board of Directors in their Report. She also stated about the qualification given by the Secretarial Auditor in the Secretarial Audit Report dated 14th August, 2026. The said qualification in the Secretarial Audit Report was then read out at the Annual General Meeting and the attention of Members present was drawn to the explanations / comments given by the Board of Directors in their Report. With the consent of the Members present, the AGM Notice, Report of Board of Directors, Auditors' Report and Secretarial Audit Report for the financial year ended on March 31, 2026 were taken as read. The Chairperson informed the Members that in compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and the provisions of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'SEBI Listing 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.: +91 33 6666 2700 Email: corporate@brnl.in Website: www.brnl.in Regulations, 2015'), the Company had extended voting facility to the Members of the Company in respect of business transacted at the 19th e-AGM to cast their vote electronically. She informed that the Company had provided remote e-voting facility to its Members for a period of 4 (four) days from Saturday, 26th September, 2026 (9:00 A.M. IST) till Tuesday, 29th September, 2026 (5.00 P.M. IST). The Chairperson further informed the Members that the facility for voting through electronic voting system (i.e. Insta Poll) was made available during the meeting for those Members who did not cast their vote through Remote e-voting. She further informed that the Company has engaged the services of KFin Technologies Limited (KFintech) as the authorized agency to provide e-voting facility (Remote e- voting as well as e-voting at e-AGM through Insta Poll) and had appointed Mr. Mohan Ram Goenka, Practicing Company Secretary, Kolkata (FCS No. 4515, CP No. 2551) as the Scrutinizer for the purpose of scrutinizing the electronic voting process (Remote e-voting as well as e-voting at e-AGM through Insta Poll) in a fair and transparent manner. The Chairperson thereafter invited the Members to raise questions, offer comments and seek clarifications on the Annual Report, financial statements or any of the items stated in the Notice of the 19th AGM of the Company. Upon the Members completing their submissions / questions, the Managing Director furnished requisite clarifications / answers to all the relevant queries raised by the Members. Thereafter, the Chairperson informed the Members that in accordance with applicable provisions, since all the resolutions set out in the AGM Notice were already put to vote during the remote e-voting period, there was no requirement to propose or second the resolutions as set out in the AGM Notice. Thereafter, all the resolutions as per the Notice of the AGM dated 14th August, 2026 were transacted at the meeting. The Chairperson announced activation of the window for e-voting through Insta Poll for those Members attending the AGM who could not cast their vote through remote e-voting. She further stated that the window for electronic voting shall remain open till 15 minutes post conclusion of the Meeting and will be closed thereafter. The Chairperson thereafter authorized Ms. Ankita Rathi, Company Secretary, to declare the result of e- voting (Remote e-voting as well as Insta Poll) and announced that the e-voting results shall be submitted to the Stock Exchanges in the prescribed format and the said results along with the Scrut [Showing first 8,000 characters — download PDF for full document]