Bharat Road Network Limited — AGM Information 2021

Sep 30, 2021

BRNL/CS/2021-22/22 30th September, 2021

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001 (BSE Scrip Code: 540700)

National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 (NSE Symbol: BRNL)

Dear Sir,

Sub: 14th (Fourteenth) Annual General Meeting (AGM) of the Company

Kindly note that the 14th (Fourteenth) Annual General Meeting (AGM) of the Company has been duly convened and held on Wednesday, 29th September, 2021 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 lndia (SEBI).

In this regard, please find attached the following -

• 1. Proceedings of the 14th (Fourteenth) Annual General Meeting (AGM) of the Company pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;
• 1. Voting results in the prescribed format pursuant to Regulation 44(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and
• 1. Consolidated Scrutinizer's Report dated 29th September, 2021 submitted by Mr. Mohan Ram Goenka, Practising Company Secretary, Kolkata (FCS No. 4515, CP No. 2551), Scrutinizer appointed to conduct the voting process (both Remote e-voting as well as e-voting at e-AGM through Insta Poll).

Further, pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of Companies (Management & Administration) Rules, 2014 and Clause 8.6.2 of Secretarial Standard - 2 on General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI), the Voting Result alongwith the Scrutinizer's Consolidated Report is available on the Company's website www.brnl.in and on the website of KFintech https://evoting.kfintech.com for information of all concerned. Further, the results are also placed on the notice board of the Company at its Registered Office.

The same is for information and records.

Thanking you.

Yours faithfully,

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 6602 3609 Email: corporate@brnl.in Website: www.brnl.in

Gist of the proceedings of the 14th (Fourteenth) Annual General Meeting (AGM) of Bharat Road Network Limited held on September 29, 2021

The 14th (Fourteenth) Annual General Meeting (AGM) of the Company has been duly convened and held on Wednesday, September 29, 2021 at 2:00 P.M. (IST) 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).

Mr. Brahm Dutt, Chairman of the Board of Directors, chaired the proceedings of the Meeting. The Meeting was attended by 48 (Forty Eight) 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 Chairman informed the Members that the requite 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 except Mr. Vipin Kumar Saxena (DIN: 08889866) Independent Director who could not attend due to personal reasons.

The Chief Financial Officer (CFO), Company Secretary, representatives of Statutory Auditor and the Secretarial Auditor were also present during the meeting.

The Chairman of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the Company also attended the Meeting.

The Chairman and the Company Secretary informed the Members about the regulatory aspects pertaining to participation at the Meeting through VC/OAVM. The Chairman 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 Chairman also 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 Chairman delivered his speech. He gave an overview of the financial and operational performance of the Company for the Financial Year ended on March 31, 2021, the challenges faced by the Company due to COVID-19 and also briefed the members about future outlook and way ahead.

He further informed that the Statutory Auditors of the Company have given Qualified Opinion in their Auditor's Report dated 29th June, 2021 on the Annual Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2021. Such qualification in the Annual Financial Statements was then read out at the Annual General Meeting and attention of the Members present was drawn to the explanations / comments given by the Board of Directors in their Report.

It was informed that there were no qualifications, reservation or adverse remark in the Report of the Secretarial Auditors of the Company.

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 6602 3609 Email: corporate@brnl.in Website: www.brnl.in

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, 2021 were taken as read.

The Chairman 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 Regulations, 2015'), the Company had extended voting facility to the Members of the Company in respect of business transacted at the 14th AGM to cast their vote electronically. He informed that the Company provided remote evoting facility to its Members for a period of 4 (Four) days commencing from Saturday, 25th September, 2021 (9.00 a.m. IST) and ending on Tuesday, 28th September, 2021 (5.00 p.m. IST).

The Chairman further informed the Members attending the AGM through video conferencing that the facility for voting through electronic voting system (i.e. Insta Poll) has been made available during the meeting for the Members who have not cast their vote through Remote evoting. He further informed that the Company has engaged the services of KFin Technologies Private Limited (KFintech) as the authorized agency to provide e-voting facility and has appointed Mr. Mohan Ram Goenka, Practising 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.

Thereafter, the Chairman informed the Members that in accordance with applicable provisions, since all the resolutions set out in the AGM Notice have already been put to vote during the remote e-voting period there is no requirement to propose or second the resolutions as set out in the AGM Notice. Accordingly, all the 5 (Five) resolutions as per the Notice of the AGM dated 29th June, 2021 were transacted at the meeting.

Thereafter, the Chairman announced activation of the window for e-voting through Insta Poll for those Members attending the AGM and who could not cast their vote through remote evoting. He further stated that the window for electronic voting shall remain open till 15 minutes post conclusion of the Question & Answer session and will be closed thereafter.

The Chairman authorized either of Mr. Bajrang Kumar Choudhary, Managing Director and Mr. Naresh Mathur, 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 alongwith the Scrutinizer's Consolidated Report on remote e-voting and electronic voting through Insta Poll, shall also be placed on the Company's website www.brnl.in and KFintech's website https://evoting.kfintech.com. He further informed that the results shall also be placed on the notice board of the Company at its Registered Office.

The Chairman thereafter invited the Members to raise questions, offer comments or seek clarifications on the Annual Report and financial statements or any of the items stated in the Notice of the 14th AGM of the Company. Upon the Members completing their submissions / questions, the Managing Director furnished requisite clarifications / answers to all the

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 6602 3609 Email: corporate@brnl.in Website: www.brnl.in

relevant queries raised by the Members. Thereafter, the electronic voting through Insta Poll was conducted smoothly. Based on the Consolidated Scrutinizer's Report dated September 29, 2021, following resolutions were passed by the Members with requisite majority:

Sl. No.	Resolutions Description
1	Consideration and adoption of –
	a) The Audited Standalone Financial Statement of the Company for the Financial
	Year ended March 31, 2021, together with the Reports of the Board of Directors
	and Auditors thereon. (Ordinary Resolution)
	b) The Audited Consolidated Financial Statement of the Company for the
	Financial Year ended March 31, 2021, together with the Report of the Auditors
	thereon. (Ordinary Resolution)
2.	Appointment of a Director in place of Mr. Bajrang Kumar Choudhary (DIN:
	00441872), who retires by rotation and being eligible, offers himself for re
	appointment. (Ordinary Resolution)
3.	Appointment of Dr. (Ms.) Tuk Tuk Ghosh Kumar (holding DIN: 06547361) as an
	Independent Director of the Company for a second term of five consecutive years
	(Special Resolution)
4.	Appointment of Mr. Vipin Kumar Saxena (holding DIN: 08889866) as an
	Independent Director of the Company (Ordinary Resolution)
5.	Approval of Material Related Party Transactions (Ordinary Resolution)

The Meeting concluded at 03:40 P.M. (including the time allowed for e-voting at the AGM) with a vote of thanks to the Chairman.

BHARAT ROAD NETWORK LIMITED

	Details regarding voting results as per Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Name of the Company	BHARAT ROAD NETWORK LIMITED
Date of the AGM/EGM	29-09-2021
Total number of shareholders on record date for evoting	17320
No. of shareholders present in the meeting either in person or through proxy:
Promoters and Promoter Group:	Not Applicable
Public:	Not Applicable
No. of Shareholders attended the meeting through Video Conferencing
Promoters and Promoter Group:	4
Public:	44

Resolution No.					1
Resolution required: (Ordinary/ Special)		ORDINARY - To receive, consider and adopt –
		The Audited Standalone Financial Statement of the Company for the Financial Year ended March 31, 2021, together with the Reports of theBoard of Directors and Auditors thereon and The Audited Consolidated Financial Statement of the Company for the Financial Year ended
					March 31, 2021, together with the Report of the Auditors thereon.
Whether promoter/ promoter group are					No
interested in the agenda/resolution?
Category	Mode of VotingNo. of sharesNo. of votes% of VotesNo. of Votes – inNo. of Votes –% of Votes in% of Votes
		held (1)	polled (2)	Polled on	favour (4)	against (5)	favour on votes	against on votes
				outstanding			polled	polled
				shares			(6)=[(4)/(2)]*100	(7)=[(5)/(2)]*100
				(3)=[(2)/(1)]*
				100
Promoter and Promoter Group	E-Voting	4,51,29,800	4,51,29,800	100.0000	4,51,29,800	-	100.0000	-
	Poll		-	-	-	-	-	-
	Postal Ballot (if		-	-	-	-	-	-
	applicable)
	Total (A)	4,51,29,800	4,51,29,800	100.0000	4,51,29,800	-	100.0000	-
Public- Institutions	E-Voting	1	-	-	-	-	-	-
	Poll		-	-	-	-	-	-
	Postal Ballot (if		-	-	-	-	-	-
	applicable)
	Total (B)	1	-	-	-	-	-	-
Public- Non Institutions	E-Voting	3,88,20,199	2,56,87,842	66.1713	2,56,84,622	3,220	99.9874	0.0125
	Poll		132	0.0003	132	-	100.0000	-
	Postal Ballot (if		-	-	-	-	-	-
	applicable)
	Total (C)	3,88,20,199	2,56,87,974	66.1716	2,56,84,754	3,220	99.9875	0.0125
	Total (A+B+C)	8,39,50,000	7,08,17,774	84.3571	7,08,14,554	3,220	99.9955	0.0045

Resolution No.		2
Resolution required: (Ordinary/ Special)	ORDINARY - To appoint a Director in place of Mr. Bajrang Kumar Choudhary (DIN 00441872), who retires by rotation and being eligible,offers himself for re-appointment.
Whether promoter/ promoter group are					No
interested in the agenda/resolution?
Category	Mode of Voting	No. of sharesheld (1)	No. of votespolled (2)	% of VotesPolled onoutstanding	No. of Votes – infavour (4)	No. of Votes –against (5)	% of Votes infavour on votespolled	% of Votesagainst on votespolled
				shares(3)=[(2)/(1)]*100			(6)=[(4)/(2)]*100	(7)=[(5)/(2)]*100
Promoter and Promoter Group	E-Voting	4,51,29,800	4,51,29,800	100.0000	4,51,29,800	-	100.0000	-
	Poll		-	-	-	-	-	-
	Postal Ballot (if		-	-	-	-	-	-
	applicable)
	Total (A)	4,51,29,800	4,51,29,800	100.0000	4,51,29,800	-	100.0000	-
Public- Institutions	E-Voting	1	-	-	-	-	-	-
	Poll		-	-	-	-	-	-
	Postal Ballot (ifapplicable)		-	-	-	-	-	-
	Total (B)	1	-	-	-	-	-	-
Public- Non Institutions	E-Voting	3,88,20,199	2,56,87,842	66.1713	2,56,84,622	3,220	99.9874	0.0125
	Poll		132	0.0003	132	-	100.0000	-
	Postal Ballot (if		-	-	-	-	-	-
	applicable)
	Total (C)	3,88,20,199	2,56,87,974	66.1716	2,56,84,754	3,220	99.9875	0.0125
	Total (A+B+C)	8,39,50,000	7,08,17,774	84.3571	7,08,14,554	3,220	99.9955	0.0045

Resolution No.					3
Resolution required: (Ordinary/ Special)	SPECIAL - Re-Appointment of Dr. (Ms.) Tuk Tuk Ghosh Kumar (DIN06547361 ) as an Independent Director for a second term of 5 years
Whether promoter/ promoter group are	No
interested in the agenda/resolution?
Category	Mode of Voting	No. of shares	No. of votes	% of Votes	No. of Votes – in	No. of Votes –	% of Votes in	% of Votes
		held (1)	polled (2)	Polled on	favour (4)	against (5)	favour on votes	against on votes
				outstanding			polled	polled
				shares			(6)=[(4)/(2)]*100	(7)=[(5)/(2)]*100
				(3)=[(2)/(1)]*
				100
Promoter and Promoter Group	E-Voting	4,51,29,800	4,51,29,800	100.0000	4,51,29,800	-	100.0000	-
	Poll		-	-	-	-	-	-
	Postal Ballot (if		-	-	-	-	-	-
	applicable)
	Total (A)	4,51,29,800	4,51,29,800	100.0000	4,51,29,800	-	100.0000	-
Public- Institutions	E-Voting	1	-	-	-	-	-	-
	Poll		-	-	-	-	-	-
	Postal Ballot (if		-	-	-	-	-	-
	applicable)
	Total (B)	1	-	-	-	-	-	-
Public- Non Institutions	E-Voting	3,88,20,199	2,56,87,842	66.1713	2,56,83,652	4,190	99.9836	0.0163
	Poll		132	0.0003	132	-	100.0000	-
	Postal Ballot (if		-	-	-	-	-	-
	applicable)
	Total (C)	3,88,20,199	2,56,87,974	66.1716	2,56,83,784	4,190	99.9837	0.0163
	Total (A+B+C)	8,39,50,000	7,08,17,774	84.3571	7,08,13,584	4,190	99.9941	0.0059

BHARAT ROAD NETWORK LIMITED

Details regarding voting results as per Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Resolution No.					4
Resolution required: (Ordinary/ Special)		ORDINARY - Appointment of Mr. Vipin Kumar Saxena (DIN 08889866) as an Independent Director of the Company
Whether promoter/ promoter group areinterested in the agenda/resolution?	No
Category	Mode of Voting	No. of sharesheld (1)	No. of votespolled (2)	% of VotesPolled onoutstandingshares(3)=[(2)/(1)]*100	No. of Votes – infavour (4)	No. of Votes –against (5)	% of Votes infavour on votespolled(6)=[(4)/(2)]*100	% of Votesagainst on votespolled(7)=[(5)/(2)]*100
Promoter and Promoter Group	E-Voting	4,51,29,800	4,51,29,800	100.0000	4,51,29,800	-	100.0000	-
	Poll		-	-	-	-	-	-
	Postal Ballot (ifapplicable)		-	-	-	-	-	-
	Total (A)	4,51,29,800	4,51,29,800	100.0000	4,51,29,800	-	100.0000	-
Public- Institutions	E-Voting	1	-	-	-	-	-	-
	Poll		-	-	-	-	-	-
	Postal Ballot (ifapplicable)		-	-	-	-	-	-
	Total (B)	1	-	-	-	-	-	-
Public- Non Institutions	E-Voting	3,88,20,199	2,56,87,842	66.1713	2,56,84,535	3,307	99.9871	0.0128
	Poll		132	0.0003	132	-	100.0000	-
	Postal Ballot (ifapplicable)		-	-	-	-	-	-
	Total (C)	3,88,20,199	2,56,87,974	66.1716	2,56,84,667	3,307	99.9871	0.0129
	Total (A+B+C)	8,39,50,000	7,08,17,774	84.3571	7,08,14,467	3,307	99.9953	0.0047

Resolution No.					5
Resolution required: (Ordinary/ Special)			ORDINARY - Approval of Material Related Party Transactions
Whether promoter/ promoter group are	No
interested in the agenda/resolution?
Category	Mode of Voting	No. of shares	No. of votes	% of Votes	No. of Votes – in	No. of Votes –	% of Votes in	% of Votes
		held (1)	polled (2)	Polled on	favour (4)	against (5)	favour on votes	against on votes
				outstanding			polled	polled
				shares			(6)=[(4)/(2)]*100	(7)=[(5)/(2)]*100
				(3)=[(2)/(1)]*
				100
Promoter and Promoter Group	E-Voting	4,51,29,800	4,51,29,800	100.0000	4,51,29,800	-	100.0000	-
	Poll		-	-	-	-	-	-
	Postal Ballot (if		-	-	-	-	-	-
	applicable)
	Total (A)	4,51,29,800	4,51,29,800	100.0000	4,51,29,800	-	100.0000	-
Public- Institutions	E-Voting	1	-	-	-	-	-	-
	Poll		-	-	-	-	-	-
	Postal Ballot (if		-	-	-	-	-	-
	applicable)
	Total (B)	1	-	-	-	-	-	-
Public- Non Institutions	E-Voting	3,88,20,199	2,56,78,253	66.1466	2,56,74,063	4,190	99.9836	0.0163
	Poll		132	0.0003	132	-	100.0000	-
	Postal Ballot (if		-	-	-	-	-	-
	applicable)
	Total (C)	3,88,20,199	2,56,78,385	66.1469	2,56,74,195	4,190	99.9837	0.0163
	Total (A+B+C)	8,39,50,000	7,08,08,185	84.3457	7,08,03,995	4,190	99.9941	0.0059

Notes:

1. All the aforesaid resolutions were passed with requisite majority.

2. Kindly refer to Scrutiniser Report dated 29.09.2021 for Invalid / abstained votes

CONSOLIDATED SCRUTINIZER'S REPORT

(Voting through Remote e-voting, and e-voting at e-AGM)

[Pursuant to Section 108 of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014]

To,

The Chairman of the Fourteenth Annual General Meeting (AGM) of the Members of Bharat Road Network Limited (CIN: L45203WB2006PLC112235), held on Wednesday, 29th day of September, 2021 at 2.00 P.M. through Video Conferencing (VC) / Other Audio Visual Means (OAVM).

Dear Sir,

• 1. I. Mohan Ram Goenka, a Company Secretary in Practice (FCS No. 4515, CP No. 2551), Partner of MR & Associates, was duly appointed as a Scrutinizer by the Board of Directors of Bharat Road Network Limited (the Company) for the purpose of Scrutinizing the process of voting through Remote e-voting and e-voting at e-AGM under the provisions of Section 108 of the Companies Act, 2013 (the 2013 Act) 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.
• 1. The Management of the Company is responsible to ensure the Compliance of the requirements of the Companies Act, 2013 and Rules relating to voting through Remote e-voting and e-voting at e-AGM for the resolutions proposed in the Notice of Fourteenth Annual General Meeting of the Members of the Company dated June 29, 2021 ("Notice") issued in accordance with General Circular No. 14/2020, 17/2020 and 20/2020 dated 8 April 2020, 13 April 2020 and 5 May 2020 respectively and by General Circular No. 02/2021 dated January 13, 2021, issued by Ministry of Corporate Affairs (MCA) (hereinafter referred to as "MCA Circulars"), Government of India, calling the Annual General Meeting ("the Meeting" /"AGM") through VC / OAVM. My responsibility as a Scrutinizer for the process of voting through Remote e-voting and evoting through Insta Poll at the Annual General Meeting is to ensure that the voting process is conducted in a fair and transparent manner and is restricted to making a Scrutinizer's Report for the votes cast in "favour" and / or "against" and / or "abstained from voting" on the resolutions proposed in the Notice of the Fourteenth AGM of the Company, based on the report provided by KFin Technologies Private Limited (KFintech), the agency engaged by the Company to provide e-voting facility for voting through electronic means.

Our Office:

46, B. B. Ganguly Street, 4th Floor R. No.: 6, Kolkata 700012, E Mail: goenkamohan@hotmail.com goenkamohan@gmail.com

Mobile No.9831074332 Phone No.22379517

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• 1. In terms of the aforesaid Notice and as per the provisions of Section 108 of the Companies Act, 2013 (the 2013 Act) 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, the remote e-voting facility was kept open for 4 (Four) days from Saturday, September 25, 2021 (9.00 a.m.) till Tuesday, September 28, 2021 (5.00 p.m.) and Members were requested to cast their votes electronically conveying their assent or dissent in respect of the resolution on the e-voting platform provided by KFin Technologies Private Limited (KFintech).
• 1. The Members holding equity shares as on the "cut-off date" i.e. September 22, 2021 were entitled to vote on the resolutions proposed in the Notice calling the Fourteenth Annual General Meeting.
• 1. At the end of the remote e-voting period on Tuesday, September 28, 2021 (5.00 p.m.), the voting portal of the service provider was blocked forthwith for the purpose of remote e-voting.
• 1. After transacting the business at the meeting, the Chairman ordered for e-voting through insta Poll for those Members who could not cast their vote through remote evoting.
• 1. After the conclusion of e-voting at e-AGM on the 29th day of September, 2021, the votes cast were unblocked in the presence of two witness who acted as witnesses as prescribed under sub-rule 4(xii) of Rule 20 of the Companies (Management and Administration) Rules, 2014.
• 1. Thereafter, the details containing inter alia, list of the Members, who voted "for" and / or "against" and / or "abstained from voting" on each of the resolution that were put to vote, were derived from the report generated from the e-voting website of KFin Technologies Private Limited (KFintech) i.e. https://evoting.kfintech.com and based on such reports-

87 Members have cast their votes through remote e-voting;

5 Members have cast their votes through e-voting at e-AGM.

The brief analysis of the results of the voting through Remote e-voting and e-voting at e-AGM Meeting are as under:

Our Office: 46, B. B. Ganguly Street, 4th Floor R. No.: 6, Kolkata 700012, E Mail: goenkamohan@hotmail.com goenkamohan@gmail.com

Mobile No.9831074332 Phone No.2237 9517

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Item No. 1 - Ordinary Resolution: Adoption of-

• a) The Audited Standalone Financial Statement of the Company for the Financial Year ended March 31, 2021, together with the Reports of the Board of Directors and Auditors thereon:
• b) The Audited Consolidated Financial Statement of the Company for the Financial Year ended March 31, 2021, together with the Report of the Auditors thereon.

Particulars	No. of votes contained in
		Remote E-Voting		E-voting at e-AGM		Total	(%)
	No.	Votes	No.	Votes	No.	Votes
Assent	81	70814422		132	85	70814554	99.9955
Dissent	6	3220			6	3220	0.0045
Total	87	70817642		132	91	70817774	100.00
Abstain /Invalid	0						$\sim$ $ \sim$

Item No. 2 - Ordinary Resolution:

To appoint a Director in place of Mr. Bajrang Kumar Choudhary (DIN: 00441872), who retires by rotation and being eligible, offers himself for re-appointment.

Particulars	No. of votes contained in
	Remote E-Voting			E-voting at e-AGM	Total	(%)
	No.	Votes	No.	Votes	No.	Votes
Assent	79	70804833		132	83	70804965	99.9955
Dissent	6	3220	Đ			3220	0.0045
Total	85	70808053		132	89	70808185	100.00
Abstain /Invalid	$2^*$	9589*			з	9591

*Votes of Mr. Bajrang Kumar Choudhary, voted in two folios, being interested, had been considered into abstained.

Item No. 3 - Special Resolution:

Re-Appointment of Dr. (Ms.) Tuk Tuk Ghosh Kumar (holding DIN: 06547361), as an independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five consecutive years commencing from 6th October, 2021 upto 5th October, 2026.

Particulars	No. of votes contained in
		Remote E-Voting		E-voting at e-AGM		Total	(X)
	No.	Votes	No.	Votes	No.	Votes
Assent	79	70813452		132	83	70813584	99.9941
Dissent	8	4190				4190	0.0059
Total	87	70817642		132	91	70817774	100.00
Abstain /Invalld	$\Omega$	Ð

Our Office:

46, B. B. Ganguly Street, 4th Floor R. No.: 6, Kolkata 700012, E Mail: goenkamohan@hotmail.com goenkamohan@gmail.com

Mobile No.9831074332 Phone No.2237 9517

$: 4:$

Item No.4 - Ordinary Resolution:

Appointment of Mr. Vipin Kumar Saxena (holding DIN: 08889866), as an Independent Director of the Company, not liable to retire by rotation.

Particulars		No. of votes contained in
	Remote E-Voting		E-voting at e-AGM			Total	Percentage(%)
	No.	Votes	No.	Votes	No.	Votes
Assent	79	70814335		132	83	70814467	99.9953
Dissent		3307				3307	0.0047
Total	87	70817642		132	91	70817774	100.00
Abstain /Invalid	0

Item No. 5 - Ordinary Resolution:

Approval of Related Party Transactions.

Particulars		No. of votes contained in
	Remote E-Voting		E-voting at e-AGM		Total		Percentage(X)
	No.	Votes	No.	Votes	No.	Votes
Assent	76	49853863		132	80	49853995	99.9916
Dissent	8	4190			8	4190	0.0084
Total	84	49858053		132	88	49858185	100.00
Abstain /Invalid	*3	*20959589				20959591

*Vates of related parties as provided by the Management had been considered into abstained.

• 1. Based on the foregoing, the resolution no.(s) 1 to 5 shall be deemed to have been passed with requisite majority.
• 1. All the relevant records / electronic data relating to the e-voting is under my safe custody and will be handed over to the Chairman or Company Secretary for preserving safely after the Chairman considers, approves and signs the minutes of the said AGM.

Thanking You, For MR & Associates Company Secretaries

Soberum Mohan Ram Goenka Partner C.P. No: 2551 UDIN No. F004515C001039252

Date: 29th September' 2021 Place : Kolkata

Our Office: 46, B. B. Ganguly Street, 4th Floor R. No.: 6, Kolkata 700012, E Mail: goenkamohan@hotmail.com goenkamohan@gmail.com

Countersigned by:

Bharat Road Network Limited

Company Secretary

Mobile No.9831074332 Phone No .2237 9517